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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
CUMETRIX DATA SYSTEMS CORP.
(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA 95-4574138
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
1304 JOHN REED COURT
CITY OF INDUSTRY, CALIFORNIA 91745
(Address, including zip code, of Registrant's principal executive offices)
Securities to be Registered Pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None None
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ X ]
Securities Act registration statement file number to which this form
relates: 333-43151
Securities to be Registered Pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Registrant incorporates herein by reference the following portions
of the Registrant's Registration Statement on Form S-1 (File No. 333-43151)
filed by the Registrant under the Securities Act of 1933, as amended, on
December 23, 1997 and amended on February 5, 1998, February 6, 1998 and
February 23, 1998 as the same may be subsequently amended by amendments to
the Registration Statement, and, to the extent applicable, such portions of
any prospectus relating to such Registration Statement filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended:
Description of Capital Stock
ITEM 2. EXHIBITS.
The Registrant incorporates herein by reference the following Exhibits
to the Registrant's Registration Statement on Form S-1 (File No. 333-43151)
filed by the Registrant under the Securities Act of 1933, as amended, on
December 23, 1997 and amended on February 5, 1998, February 6, 1998 and
February 23, 1998 as the same may be subsequently amended by amendments of
the Registration Statement:
1. Specimen Common Stock Certificate.*
2.1 Amended and Restated Articles of Incorporation of the Company,
filed as Exhibit 3.1 to the Registration Statement on Form S-1
(File No. 333-43151) filed on December 23, 1997 and Exhibits 3.2 and
3.2.1 to the Registration Statement on Form S-1 (File No.
333-43151), filed on February 5, 1998 and incorporated by
reference herein.
2.2 Amended and Restated Bylaws of the Company, filed as Exhibit 3.3 to
the Registration Statement on Form S-1 (File No. 333-43151) filed on
February 5, 1998, and incorporated by reference herein.
3. Page 44 of the Preliminary Prospectus dated February 5, 1998,
subject to completion, contained in the Registration Statement on
Form S-1 (File No. 333-33151) filed on February 5, 1998, under the
heading "Description of Capital Stock" and incorporated by reference
herein.
* To be filed by amendment.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 23, 1998 Cumetrix Data Systems Corp.
By: /s/ Max Toghraie
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Max Toghraie
Chief Executive Officer
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