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UNITED STATES
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
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FARGO ELECTRONICS, INC.
(Exact name of registrant issuer as specified in its charter)
MINNESOTA 45-0353190
(before reincorporation) (I.R.S. Employer Identification No.)
DELAWARE 41-1959505
(after reincorporation) (after reincorporation)
(State of incorporation or organization) (I.R.S. Employer
Identification Number)
6533 FLYING CLOUD DRIVE
EDEN PRAIRIE, MN 55344
(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 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 from relates:
333-90937.
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.01 PER SHARE
AND
PREFERRED SHARE PURCHASE RIGHTS
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Registrant incorporates herein by reference the sections entitled
"Description of Capital Stock--Common Stock," "Description of Capital
Stock--Registration Rights," "Description of Capital Stock--Anti-Takeover
Provisions of the Delaware General Corporation Law" and "Description of Capital
Stock-Rights Agreement" in the Prospectus portion of the Registrant's
Registration Statement on Form S-1 (Reg. No. 333-90937 (the "Registration
Statement")) filed by the Registrant under the Securities Act of 1933, as
amended, as the same may be subsequently amended by amendments to the
Registration Statement, and to the extent applicable, such sections of any
prospectus relating to such Registration Statement filed with the Securities and
Exchange Commission pursuant to Rule 424(b) under Securities Act of 1933, as
amended.
ITEM 2. EXHIBITS.
The following is a list of all exhibits filed as part of this
Registration Statement:
Exhibit 1 Registrant's Form of Amended and Restated
Certificate of Incorporation (to be effective upon
the Registrant's reincorporation as a Delaware
corporation prior to the offering) (incorporated by
reference to Exhibit 3.2 to the Registration
Statement)
Exhibit 2 Registrant's Bylaws (to be effective upon the
Registrant's reincorporation as a Delaware
corporation prior to the offering) (incorporated by
reference to Exhibit 3.4 to the Registration
Statement)
Exhibit 3 Stockholders' Agreement, dated February 18, 1998,
as amended by and between certain shareholders,
Robert Cummins and the Registrant (incorporated by
reference to Exhibit 10.10 to the Registration
Statement).
Exhibit 4 Form of Stockholders Rights Agreement between the
Registrant and Norwest Bank Minnesota, N.A.
(incorporated by reference to Exhibit 4.1 to the
Registration Statement).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized.
FARGO ELECTRONICS, INC.
Dated: January 18, 2000 By: /s/ Gary R. Holland
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Gary R. Holland
Its: President and Chief Executive Officer
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FARGO ELECTRONICS, INC.
EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM 8-A
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EXHIBIT METHOD OF FILING
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Exhibit 1 Registrant's Form of Amended and Restated Certificate of
Incorporation................................................... Incorporated by reference to
Exhibit 3.2 to the Registrant's
Registration Statement on Form
S-1 (Reg. No. 333-90937) (the
"Registration Statement")
Exhibit 2 Registrant's Bylaws............................................. Incorporated by reference to
Exhibit 3.4 to the Registration
Statement
Exhibit 3 Stockholders' Agreement, dated February 18, 1998, by and between
certain shareholders, Robert Cummins and the Registrant......... Incorporated by reference to
Exhibit 10.10 to the
Registration Statement
Exhibit 4 Form of Stockholders Rights Agreement between the Registrant and
Norwest Bank Minnesota, N.A..................................... Incorporated by reference to
Exhibit 4.1 to the Registration
Statement
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