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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
AVERSTAR, INC.
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(Exact name of registrant as specified in its charter)
Delaware 043411541
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(State of incorporation (IRS Employer
or organization) Identification No.)
23 Fourth Avenue, Burlington, MA 01803
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which each class is to
To be so registered be registered
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None None
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:
333-78517
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Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.001 PAR VALUE PER SHARE
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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 Registrant set forth under the
caption "Description of Securities" in the Registrant's Registration Statement
on Form S-1 (File No. 333-78517) as originally filed with the Securities and
Exchange Commission on May 14, 1999, or as subsequently amended (the
"Registration Statement"), and in the Prospectus included in the Registration
Statement, is hereby incorporated by reference in response to this item.
Item 2. Exhibits
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The following exhibits are filed herewith or incorporated herein by
reference:
Exhibit Number Exhibit Title or Description
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3.1 Amended and Restated Certificate of
Incorporation of AverStar (incorporated by
reference to Exhibit 3.1 of the Registration
Statement)
3.2 Certificate of Amendment of Amended and
Restated Certificate of Incorporation of
AverStar (incorporated by reference to
Exhibit 3.2 of the Registration Statement)
3.3 Form of Second Amended and Restated
Certificate of Incorporation of AverStar, to
become effective upon the closing of this
offering (incorporated by reference to Exhibit
3.3 of the Registration Statement)
3.4 Bylaws of AverStar (incorporated by
reference to Exhibit 3.4 of the Registration
Statement)
3.5 Form of Amended and Restated Bylaws of
AverStar, to become effective upon the
closing of this offering (incorporated by
reference to Exhibit 3.5 of the Registration
Statement)
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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.
Dated: July 8, 1999 AverStar, Inc.
By: /s/ Michael B. Alexander
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Michael B. Alexander
Chief Executive Officer; Chairman
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