NAI TECHNOLOGIES INC
8-A12G, 1996-08-09
COMPUTER TERMINALS
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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 (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                             NAI Technologies, Inc.
               -------------------------------------------------
             (Exact name of registrant as specified in its charter)

                New York                                         11-1798773
  ---------------------------------------                   --------------------
   (State of incorporation or organization)                  (I.R.S. Employer
                                                          Identification Number)

 2405 Trade Centre Avenue, Longmont, Colorado                            80503
- -----------------------------------------------                     ------------
   (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 so registered                each class is to be registered
            ----------------------               ------------------------------

                     None                                            --

        If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A(c)(1), please
check the following box. | |

        If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
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(g) of the Act:  Warrants
to Purchase Common Stock


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

               The description of the warrants (the "Warrants") to purchase
common stock, par value $.10 per share (the "Common Stock"), of NAI
Technologies, Inc. (the "Company"), contained under the heading "DESCRIPTION OF
SECURITIES -- The Warrants" on pages 44-45 of the Preliminary Prospectus
contained in Amendment No. 2 to the Company's Registration Statement on Form S-1
(Registration No. 333-3837) filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended, on July 23,
1996, is hereby incorporated by reference.

Item 2. Exhibits.

               The following exhibits are filed as part of (or incorporated by
reference into) this Registration Statement:

               I      Form of Warrant to Purchase Common Stock of the
                      Registrant, on or before February 15, 2002 (incorporated
                      herein by reference to Exhibit 2 to the Registrant's
                      Current Report on Form 8-K dated February 15, 1996 filed
                      with the Commission).

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                                   SIGNATURES

        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, hereunto duly authorized.

                                          NAI TECHNOLOGIES, INC.

                                          By:  /s/ Richard A. Schneider
                                               ------------------------------
                                          Name:  Richard A. Schneider
                                          Title: Executive Vice President
                                                    and Chief Financial Officer

Date: August 9, 1996

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