<PAGE> 1
As filed with the Securities and Exchange Commission on December 13, 1999.
================================================================================
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
----------------------
TRUETIME, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 94-3343279
(State of incorporation or organization) (I.R.S. Employer Identification No.)
2835 DUKE COURT
SANTA ROSA, CA 95407
(Address of principal executive offices) (Zip Code)
</TABLE>
----------------------
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
- ------------------- ------------------------------
NONE
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Securities 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 Securities 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:
333-90269
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of class)
================================================================================
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The securities to be registered are shares of Common Stock, par value
$.01 per share (the "Common Stock"), of TrueTime, Inc. (the "Registrant"). A
description of the Common Stock is set forth under the caption "Description of
Capital Stock" in the Registrant's Registration Statement on Form S-1 (Reg. No.
333-90269), as amended, which has been filed by the Registrant with the
Securities and Exchange Commission (the "Commission"), and will be included in a
form of prospectus to be filed pursuant to Rule 424(b) under the Securities Act
of 1933. Such prospectus and description is incorporated herein by reference.
ITEM 2. EXHIBITS.
1.1 Registrant's Registration Statement on Form S-1 (incorporated by
reference to the entirety of the Registrant's Registration
Statement on Form S-1 (Reg. No. 333- 90269), filed with the
Commission on November 3, 1999).
1.2 Amendment No. 1 to Registrant's Registration Statement on Form
S-1 (incorporated by reference to the entirety of Amendment No. 1
to the Registrant's Registration Statement on Form S-1 (Reg. No.
333-90269), filed with the Commission on December 2, 1999).
4.1 Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 (Reg. No. 333-90269), filed with the
Commission on November 3, 1999).
4.2 Bylaws of the Registrant (incorporated by reference to Exhibit
3.2 to the Registrant's Registration Statement on Form S-1 (Reg.
No. 333-90269), filed with the Commission on November 3, 1999).
4.3 Form of Common Stock certificate (incorporated by reference to
Exhibit 4.1 to Amendment No. 1 to Registrant's Registration
Statement on Form S-1 (Reg. No. 333-90269), filed with the
Commission on December 2, 1999).
<PAGE> 3
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.
TRUETIME, INC.
By: /s/ ELIZABETH A. WITHERS
-------------------------------------
Elizabeth A. Withers
President and Chief Executive Officer
Dated December 13, 1999.
