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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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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NETSOLVE, INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 75-2094811-2
(State of incorporation or organization) (I.R.S. Employer Identification No.)
12331 RIATA TRACE PARKWAY
AUSTIN, TX 78727
(Address of principal executive offices, including zip code)
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Securities to be registered pursuant to Section 12(b) of the Act: None
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 to be registered pursuant to Section 12(g) of the Act: Common
Stock, par value $0.01 per share
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The Commission is respectfully requested to send copies of all notices,
orders and communications to:
Timothy A. Mack, Esq. .
L. Scott Austin, Esq.
Worsham, Forsythe & Wooldridge, L.L.P.
1601 Bryan Street, 30th Floor
Dallas, Texas 75201
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Item 1. Description of Registrant's Securities to be Registered.
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The description of the Common Stock of the Registrant set forth under
"Description of Capital Stock -- Common Stock " in the prospectus contained in
the Registrant's Registration Statement on Form S-1, Reg. No. 333-65691, filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, is incorporated herein by reference.
Item 2. Exhibits.
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The following exhibits, constituting all of the constituent
instruments that define the rights of the holders of the Common Stock being
registered, including any contracts or other documents which limit or qualify
the rights of such holders, are incorporated by reference to the Registrant's
Registration Statement on Form S-1, Reg. No. 333-65691, filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
( the "S-1 Registration Statement"):
(a) Composite of Existing Restated Certificate of Incorporation of the
Registrant, together with all amendments thereto, filed as Exhibit 3.1 to the
S-1 Registration Statement.
(b) Form of Certificate of Amendment to be filed, filed as Exhibit 3.2
to the S-1 Registration Statement.
(c) Form of Restated Certificate of Incorporation, as amended, to be
in effect upon the closing of the offering registered under the Registration
Statement, filed as Exhibit 3.3 to the S-1 Registration Statement.
(d) By-laws of the Registrant, filed as Exhibit 3.4 to the S-1
Registration Statement.
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.
Dated: October 20, 1998
NETSOLVE, INCORPORATED
By: /s/ Craig S. Tysdal
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Craig S. Tysdal, President and
Chief Executive Officer
