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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Software AG Systems, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State of incorporation or organization)
54-1167173
(I.R.S. Employer Identification No.)
11190 Sunrise Valley Drive
Reston, VA 20191
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
COMMON STOCK, PAR VALUE
$.0l PER SHARE NEW YORK STOCK EXCHANGE
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. [X]
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. [_]
Securities Act registration statement file number to which this form relates:
333-36567
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the Common Stock and the other information set forth
in the section entitled "Description of Capital Stock" of the Prospectus
included in the Registration Statement on Form S-1 (File No. 333-36567)
initially filed by the Company with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, on September 26,
1997, and amended on October 15, 1997 and November 4, 1997 (such Registration
Statement is referred to herein as the "Registration Statement"), is
incorporated herein by reference, as provided by Rule 12b-23 under the
Securities Exchange Act of 1934, as amended.
ITEM 2. EXHIBITS
Pursuant to the Form 8-A instructions as to exhibits, the following
exhibits are filed with the copy of this registration statement filed with the
New York Stock Exchange, but are not filed with, or incorporated by reference
in, copies of this registration statement filed with the Commission:
1 The Registration Statement.
4.1 Second Amended and Restated Certificate of Incorporation of Software
AG Systems, Inc.
4.2 Second Amended and Restated Bylaws of Software AG Systems, Inc.
4.3 Registration Rights Agreement between Software AG Systems, Inc. and
Thayer Equity Investors III, L.P. (dated as of September 26, 1997)
5.1 Specimen Common Stock Certificate of Software AG Systems, Inc.
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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.
Software AG Systems, Inc.
By: /s/ James H. Daly
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James H. Daly
Vice President, Secretary and
General Counsel
Dated: November 14, 1997
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