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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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INTERNATIONAL SMART SOURCING, INC.
(Exact name of registrant as specified in charter)
Delaware 11-3423157
(State of incorporation or organization) (I.R.S. Employer Identification No.)
International Smart Sourcing, Inc.
320 Broad Hollow Road
Farmingdale, New York 11735
(516) 293-0750
(Address of principal executive offices) (zip code)
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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.[X]
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. [ ]
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Securities Act Registration Statement file number to which this form
relates: 333-48701.
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to Name of each exchange on which
to be so registered each class is to be registered
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Common Stock,
par value $.001 per share Boston Stock Exchange
Redeemable Common
Stock Purchase Warrants Boston Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of the Registrant's Securities to Be Registered.
This Registration Statement relates to the common stock, par value
$.001 per share (the "Common Stock"), and Redeemable Common Stock Purchase
Warrants (the "Warrants") of International Smart Sourcing, Inc., a Delaware
corporation (the "Registrant"). Reference is made to the information set forth
under the caption "Description of Securities" of the Prospectus constituting a
part of the Registration Statement on Form SB-2 (the "Registration Statement")
filed by the Registrant with the Securities and Exchange Commission on March
26, 1998 (Registration No. 333-48701), as amended, which information is
incorporated herein by reference. Reference is also made to the "Description
of Securities" included in the Prospectus to be filed by the Registrant, under
Registration No. 333-48701, pursuant to Rule 424(b) under the Securities Act
of 1933, as amended, which information is incorporated herein by reference.
Item 2. Exhibits.
Exhibit No. Description
*3.1 Certificate of Incorporation of the Registrant, as amended
**3.2 By-Laws of the Registrant, as amended
***4.1 Form of Common Stock Certificate
***4.2 Form of Warrant Certificate
***4.3 Form of Warrant Agreement between the Registrant and
Continental Stock Transfer and Trust Company
***4.4 Form of Underwriter's Warrant Agreement
***10.18 Stockholders' Agreement between the Registrant, Andrew
Franzone, David L. Kassel and Harry Goodman and Amendment
No. 1 to the Stockholders' Agreement
*10.19 1998 Stock Option and Grant Plan of the Registrant
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* Filed as an exhibit to the Registrant's Registration Statement on
Form SB-2, as filed on March 26, 1998, and incorporated herein by
reference.
** Filed as an exhibit to the Registrant's Amendment No. 2 to its
Registration Statement on Form SB-2, as filed on July 21, 1998, and
incorporated herein by reference.
*** Filed as an exhibit to the Registrant's Amendment No. 1 to its
Registration Statement on Form SB-2, as filed on June 11, 1998, and
incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
Date: 12/29/98 , 1998
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INTERNATIONAL SMART SOURCING, INC.
By: /s/ Andrew Franzone
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Andrew Franzone
Chief Executive Officer and President
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