<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
ISS GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 58-2362189
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
41 Perimeter Center East, Suite 660
Atlanta, Georgia 30346
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
If this form relates to the If this form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with the
Instruction A(c)(1) please check registration statement under the
the following box. [] Securities Act of 1933 pursuant to
General Instruction A(c)(2)
please check the following box.[]
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS
FORM RELATES: 333-44529
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH EACH CLASS IS
TO BE SO REGISTERED TO BE REGISTERED
Not Applicable Not Applicable
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, $0.001 par value
(TITLE OF CLASS)
<PAGE> 2
ITEM 1. Description of Registrant's Securities to be Registered.
Incorporated herein by reference to the Description of Capital
Stock section of the Company's Registration Statement on Form
S-1 (File No. 33-44529).
ITEM 2. Exhibits.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
1.1 Specimen of Common Stock Certificate - incorporated herein by
reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-1 (File No. 33- 44529)(to be filed by
amendment).
2.1 Certificate of Incorporation, as amended - incorporated herein
by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1 (File No. 33- 44529).
2.2 Bylaws - incorporated herein by reference to Exhibit 3.2 to
the Company's Registration Statement on Form S-1 (File No.
33-44529).
</TABLE>
<PAGE> 3
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.
ISS GROUP, INC.
Date: January 20, 1998
By: /s/ Thomas E. Noonan
-------------------------------------
Thomas E. Noonan
Chairman, President and
Chief Executive Officer
