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FORM 8-A
Securities and Exchange Commission
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
VIAGRAFIX CORPORATION
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1354168
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
ONE AMERICAN WAY
PRYOR, OKLAHOMA 74361
(Address of principal executive offices) (Zip Code)
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
N/A N/A
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), please 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: 333-42633
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value per share
(Title of class)
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the registrant's Common Stock, $.01 par value per
share to be registered hereunder, is incorporated by reference from the
description of such shares contained in the Prospectus included in the
registrant's Registration Statement on Form S-1 (Commission File No.
333-42633), as amended, originally filed on December 18, 1997 ("Registration
Statement"), under the caption "Description of Capital Stock". This
registration statement will incorporate by reference the description of the
Common Stock contained in any prospectus or supplement related to such shares
subsequently filed pursuant to Rule 424(b) of the Securities Act of 1933, as
amended.
ITEM 2. EXHIBITS
The information required by this Item is incorporated by reference to
the following Exhibits to the Registration Statement:
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Exhibit No. Name of Exhibit
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1.1 Form of Underwriting Agreement.
1.2 Custody Agreement
1.3 Selling Shareholders' Power of Attorney
3.1 Amended and Restated Certificate of Incorporation of the Registrant dated December 12, 1997,
and the designations of rights and preferences of the Series A Convertible
Preferred Stock attached as Exhibit "A" to the Registrant's Amended and Restated
Certificate of Incorporation dated August 16, 1994, which exhibit is incorporated therein
by reference.
3.2 Amended and Restated Bylaws of the Registrant.
4.1 Specimen Common Stock Certificate of the Registrant.
5.1 Opinion of Johnson, Allen, Jones & Dornblaser, Inc.
10.1 Series A Convertible Preferred Stock Purchase Agreement dated August 16, 1994.
10.2 Registration Rights Agreement dated August 16, 1994.
10.3 Stockholders Agreement dated August 16, 1994.
10.4 Letter Agreement with Geocapital III, L.P. dated December 4, 1997.
10.5 1995 ViaGrafix Stock Option Plan.
10.6 Amendment of the 1995 ViaGrafix Stock Option Plan.
10.7 Development and Licensing Agreement with Street Technologies, Inc.
10.8 1995 Stock Purchase Agreement between ViaGrafix Corporation, Purchaser and Robert
Webster, Shareholder of American Small Business Computers, Inc. and related
Promissory Note and Mortgage.
10.9 1995 Stock Purchase Agreement between ViaGrafix Corporation, Purchaser and
Geocapital III, L.P., Shareholder of American Small Business Computers, Inc. and
related Promissory Note.
10.10 Letter Agreement with Geocapital III, L.P. dated February 5, 1998.
10.11 Letter Agreement with Robert E. Webster dated February 3, 1998.
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10.12 Contract for Sale and Purchase of Capital Stock of American Small Business Companies,
Inc. dated January 20, 1995 by and between Bruce M. Taylor and Robert E. Webster and
related Contract for Sale of Real Property, Warranty Deed and Assignment of Contract
Rights.
10.13 1995 Stock Exchange Agreement Between Geocapital III, L.P. and Robert Webster.
21.1 List of Subsidiaries.
23.1 Consent of Ernst & Young, LLP.
23.2 Consent of Johnson, Allen, Jones & Dornblaser, Inc. (included as part of Exhibit 5.1).
23.3 Consent of Roy L. Bliss.
23.4 Consent of Gerald R. Harris.
23.5 Consent of Stephen P. Gott.
27.1 Financial Data Schedule for the year ended December 31, 1997.
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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, thereto duly authorized, on this 24th
day of February, 1998.
ViaGrafix Corporation
By: /s/ Michael A. Webster
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Michael A. Webster
Chairman of the Board, President and
Chief Executive Officer
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