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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
TeleCommunication Systems, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
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<S> <C>
Maryland 51-1526369
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
275 West Street
Annapolis, Maryland 21401
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(Address of Principal Executive Offices) (Zip Code)
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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 to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
None None
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Securities to be registered pursuant to Section 12(g) of the Act:
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Class A Common Stock, Par Value $0.01
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(Title of class)
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ITEM 1: DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
A complete description of the Class A Common Stock, par value $0.01
per share, of TeleCommunication Systems, Inc. (the "Company") which is to be
registered hereunder is contained in the Company's Registration Statement on
Form S-1 (Registration No. 333-35522), filed with the Commission on April 25,
2000, as amended from time to time (the "Registration Statement"), under the
caption "Description of Capital Stock." Such description is incorporated herein
by reference.
ITEM 2: EXHIBITS
The following Exhibits are filed herewith (or incorporated by
reference as indicated below):
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Exhibit Number Description
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1.1 Form of Amended and Restated Articles of Incorporation
of the Company, incorporated herein by reference to
Exhibit 3.1 to the Company's Registration Statement on
Form S-1 (Registration No. 333-35522).*
1.2 Amended and Restated Bylaws of the Company, incorporated
herein by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-1 (Registration No.
333-35522).*
2.1 Specimen Common Stock Certificate, incorporated herein
by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-1 (Registration No.
333-35522).**
3.1 Registration Rights Agreement dated December 14, 1999 by
and among the Company and Signal Equity Partners, L.P.,
GE Capital Equity Investments, Inc., Finova Mezzanine
Capital, Inc., Tatonka Capital Corporation, Commerce
Funding Corporation and George M. Shea, incorporated
herein by reference to Exhibit 10.6 to the Company's
Registration Statement on Form S-1 (Registration No.
333-35522).**
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* Filed as part of Amendment No. 1 to the Registration Statement dated
June 19, 2000.
** Filed as part of the Registration Statement dated April 25, 2000.
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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, thereto
duly authorized.
TeleCommunication Systems, Inc.
Date: June 16, 2000
By: /s/ Maurice B. Tose
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Maurice B. Tose
Chairman of the Board, President and
Chief Executive Officer
