EDUCATIONAL VIDEO CONFERENCING INC
8-A12G, 1999-02-10
EDUCATIONAL SERVICES
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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 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                      Educational Video Conferencing, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



            Delaware                             06-1488212AA9
- ---------------------------------    ------------------------------------
    (State of incorporation)         (I.R.S. employer identification No.)

35 East Grassy Sprain Road, Suite 200, Yonkers, NY            10710
- --------------------------------------------------    -------------------     
  (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. [_]



Securities  Act  registration  statement file number to which this form relates:
333-66085.


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
                                        ------------------------------

Common Stock, par value $.0001             Boston Stock Exchange
- ------------------------------             Pacific Exchange, Inc.

                                   

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, par value $.0001
- ------------------------------
       (Title of Class)



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Item 1.           Description of Registrant's Securities to be Registered

                  Reference  is  made  to the  description  of the  Registrant's
         common stock,  par value $.0001 per share (the "Common  Stock"),  under
         the caption  "Description  of Capital Stock" in the  Registrant's  Form
         SB-2 Registration Statement (Registration No. 333-66085) filed with the
         Securities   and   Exchange   Commission   on  October  23,  1998  (the
         "Registration  Statement"),  as subsequently amended, which description
         is incorporated herein by reference.


Item 2.           Exhibits

         *        3.1      Registrant's Certificate of Incorporation, as amended
                          (Exhibit 3.1 to the Registration Statement).

         *        3.2      Certificate of Correction of Registrant's Certificate
                           of  Incorporation (Exhibit 3.4 to  the   Registration
                           Statement).

         *        3.3      Registrant's  Amended and  Restated  By-Laws (Exhibit
                           3.2 to the Registration Statement).

         *        4.5      Form of Common  Stock Certificate (Exhibit 4.5 to the
                           Registration Statement).


- -------------------------------

* Incorporated by reference to the exhibits to the Registration Agreement.



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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.

                                    Educational Video Conferencing, Inc.
                                    ------------------------------------
                                    (Registrant)


Date:  February 10, 1999            By:     /s/ Richard Goldenberg
                                            ----------------------
                                            Name: Richard Goldenberg
                                            Title: Chief Financial Officer




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