<PAGE 1>
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATARAM CORPORATION
- --------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 22-1831409
- --------------------------------- ---------------------------------
(State of Incorporation or organization) (I.R.S. Employer Identification No.)
Route 571, P.O. Box 7528, Princeton, NJ 08543-7528
- --------------------------------------------- ---------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be 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 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:
None
---------------- (if applicable)
Securities to be registered pursuant to Section 12(g) of the
Act:
Common Stock, $1.00 Par Value
-----------------------------
(Title of Class)
<PAGE 2>
Item 1. Description of Registrant's Securities to be Registered.
Dataram is registering its common stock, $1.00 par value. This
class of stock is not convertible nor redeemable. The holders of
the common stock are entitled to one vote per share on all matters
considered by shareholders of Dataram Corporation. The Certificate
of Incorporation of Dataram Corporation does not provide for either
cumulative voting or classification of directors. The holders of
the common stock enjoy no pre-emptive rights or special liquidation
rights. The holders of the Common Stock are not liable to further
calls or assessments by Dataram Corporation or for liabilities of
Dataram Corporation imposed on its stockholders under state
statutes. There is no restriction on the alienability of the
securities to be registered, nor is there any provision included in
the Certificate of Incorporation or By-Laws discriminating against
any existing or prospective holder of such securities as a result of
such security holder owning a substantial amount of securities.
Dataram Corporation's Certificate of Incorporation and By-Laws do
not contain any provisions which would have the effect of delaying,
deterring or preventing a change in control of Dataram Corporation
or that would operate only in respect to extraordinary corporate
transaction involving Dataram Corporation, such as a merger,
reorganization, tender offer, sale or transfer of substantially all
assets or liquidations. Dividends are payable with respect to
shares of Common Stock pro rata at the discretion of the Board of
Directors.
Item 2. Exhibits.
List below all exhibits filed as a part of the registration
statement:
Restated Certificate of Incorporation
Incorporated by reference from Annual Report on Form 10-K
for the period ending April 30, 1994, as Exhibit 3(a)
<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, thereto duly authorized.
(Registrant) DATARAM CORPORATION
---------------------------------------------
Date January 27, 2000
---------------------------------------------
By MARK MADDOCKS
---------------------------------------------
Mark Maddocks, Chief Financial Officer
*Print the name and title of the signing officer under his signature.
