SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
Diagnostic/Retrieval Systems, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 13-2632319
(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
5 Sylvan Way, Parsippany, New Jersey 07054
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
If this Form If this Form
relates to the relates to the
registration of a registration of a
class of debt class of debt
securities and is securities and is
effective upon to become
filing pursuant effective
to General simultaneously
Instruction with the
A(c)(1) please effectiveness of a
check the concurrent
following box. ( ) registration
statement under
the Securities Act
of 1933 pursuant
to General
Instruction
A(c)(2) please
check the
following box. ( )
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Which
Title of Each Class Each Class is to be
to be so Registered Registered
9% Senior Subordinated American Stock Exchange,
Convertible Inc.
Debentures Due 2003
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
(TITLE OF CLASS)
Not Applicable
(TITLE OF CLASS)
Item 1. Description of Securities to be Registered
Registrant hereby incorporates by reference the
description of its 9% Senior Subordinated Convertible Debentures
Due 2003 (the "Debentures") set forth under the caption
"Description of the Debentures" of its preliminary prospectus
dated November 30, 1995 (the "Prospectus") as filed with the
Securities and Exchange Commission on such date as part of
Registrant's Registration Statement on Form S-2 (No. 33-64641)
under the Securities Act of 1933, as amended (the "Securities
Act") and the description of its Class A Common Stock, $.01 par
value, (the "Class A Common Stock") issuable upon conversion of
the Debentures, set forth under "Description of Capital Stock" of
the Prospectus.
Item 2. Exhibits
(1) Form of 9% Senior Subordinated Convertible
Debenture due 2003 (incorporated herein by reference to Exhibit
4.2 to the Company's Registration Statement on Form S-2 (No.33-
64641) under the Securities Act).
(2) Indenture dated as of September 22, 1995
between the Company and The Trust Company of New Jersey, as
Trustee, relating to the Debentures (incorporated herein by
reference to Exhibit 4.1 to the Company's Registration Statement
on Form S-2 (No. 33-64641) under the Securities Act).
(3) Registration Rights Agreement (incorporated
herein by reference to Exhibit 4.3 to the Company's Registration
Statement on Form S-2 (No. 33-64641) under the Securities Act).
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.
Diagnostic/Retrieval Systems, Inc.
(Registrant)
Date: December 6, 1995 By: /s/ Nancy R. Pitek
Name: Nancy R. Pitek
Title: Controller, Treasurer
and Secretary
