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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 (g) of the
Securities Exchange Act of 1934
SHOWCASE CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota 41-1628214
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
4115 Highway 52 North, Suite 300
Rochester, Minnesota 55901-0144
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [_]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [_]
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:
333-77223
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
Not Applicable Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
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Incorporated herein by reference to the Description of Capital Stock
section of the Company's Registration Statement on Form S-1 (File No. 333-
77223), as amended, which Registration Statement was filed on April 28, 1999.
Item 2. Exhibits.
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Number Description
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3.1* Articles of Incorporation of the Company, as currently in effect.
3.2* Amended and Restated Articles of Incorporation of the Company,
adopted subject to completion of the offering.
3.3* Amended and Restated Bylaws of the Company, as currently in effect.
3.4* Amended and Restated Bylaws of the Company, adopted subject to
completion of the offering.
4.1* Specimen of Common Stock certificate.
4.2* Warrant Agreement to purchase shares of Series B Preferred Stock of
the Company, issued to Comdisco, Inc.
4.3* Registration Rights provisions for certain holders of shares of
capital stock of the Company.
* Incorporated by reference to the exhibit of the same number in the Company's
Registration Statement on Form S-1 (File No. 333-77223).
-2-
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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.
SHOWCASE CORPORATION
Date: June 25, 1999
By /s/ Craig W. Allen
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Craig W. Allen
Chief Financial Officer
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EXHIBIT INDEX
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Number Description
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3.1* Articles of Incorporation of the Company, as currently in effect.
3.2* Amended and Restated Articles of Incorporation of the Company,
adopted subject to completion of the offering.
3.3* Amended and Restated Bylaws of the Company, as currently
in effect.
3.4* Amended and Restated Bylaws of the Company, adopted subject
to completion of the offering.
4.1* Specimen of Common Stock certificate.
4.2* Warrant Agreement to purchase shares of Series B Preferred
Stock of the Company, issued to Comdisco, Inc.
4.3* Registration Rights provisions for certain holders of shares of
capital stock of the Company.
* Incorporated by reference to the exhibit of the same number in the Company's
Registration Statement on Form S-1 (File No. 333-77223).
