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
DUNN COMPUTER CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 54-1890464
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(State of Incorporation) (I.R.S. Employer
Identification No.)
1306 Squire Court
Sterling, Virginia 20166
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(Address of Principal Executive Offices) (Zip Code)
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:
333-47631 and 333-48177
Securities to be registered pursuant to Section 12(b) of the Act: NONE
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
Common Stock
A description of the Registrant's Common Stock, par value
$0.001 per share (the "Common Stock"), and related matters is set forth
under the captions "Description of Securities," and "Item 15. Recent
Sales of Unregistered Securities" in the Registrant's Registration
Statement on Form S-1, as amended (File No. 333-47631), originally
filed with the Securities and Exchange Commission on March 10, 1998
(the "Form S-1"), and under the caption "Comparative Rights of
Stockholders" in the Registrant's Registration Statement on Form S-4,
as amended (File No. 333-48177) originally filed with the Securities
and Exchange Commission on March 18, 1998. Such information is hereby
incorporated by reference herein.
Item 2. Exhibits.
The following documents are being filed as exhibits to this
registration statement.
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<CAPTION>
Exhibit Number Description
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<S> <C>
1 Form of Common Stock certificate
(Incorporated by reference to Exhibit 4.3 of
the Form S-1).
2 Articles of Incorporation of the
Registrant (Incorporated by reference to
Exhibit 3.1 of the Form S-1).
3 Bylaws of the Registrant (Incorporated by
reference to Exhibit 3.2 of the Form S-1).
</TABLE>
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<PAGE>
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.
DUNN COMPUTER CORPORATION
Date: April 9, 1998 By: /s/ Thomas P. Dunne
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Thomas P. Dunne
Chairman, Chief Executive
Officer and President
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