IMAGE SYSTEMS CORPORATION
8-A12G, 1996-08-23
PHOTOGRAPHIC EQUIPMENT & SUPPLIES
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                                    FORM 8-A
                                  UNITED STATES
                       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

                            Image Systems Corporation
             (Exact name of registrant as specified in its Charter)

            Minnesota                           41-1620497
    (State of Incorporation)       (IRS Employer Identification Number)


                   11595 K-Tel Drive, Hopkins, Minnesota 55343
               (Address of principal executive office) (Zip Code)

            Title of each class to be so registered pursuant to 12(g)
                                  Common Stock

Item 1:  Description of Registrant's Securities to be Registered

         The company has authorized 10,000,000 shares of stock, no par value,
5,000,000 shares have been designated as common shares, and the remaining
5,000,000 shares are undesignated. The Board of Directors may fix the relative
rights and preferences of these undesignated shares, which would affect the
rights of common shareholders regarding voting, dividends and liquidation. These
shares may also be issued to deter or delay a take-over that may be unwanted by
the management. Each holder of common stock has one vote per share on all
matters voted upon by the shareholders. Such voting rights are noncumulative so
that shareholders holding more than 50% of the outstanding shares of common
stock are able to elect all members of the Board of Directors. There are no
preemptive rights or other rights of subscription.

         Each share of common stock is entitled to participate equally in
dividends as and when declared by the Board of Directors of the company out of
funds legally available, and is entitled to participate equally in the
distribution of assets in the event of liquidation. All shares, when issued and
fully paid, are nonassessable and are not subject to redemption or conversion
and have no conversion rights.



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed by the President, this 31st
day of July, 1996.


                            Image Systems Corporation


                          _/S/ Dean Scheff_____________




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