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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-B
FOR REGISTRATION OF SECURITIES OF CERTAIN ISSUERS
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TOUCHSTONE SOFTWARE CORPORATION
DELAWARE 94-3778226
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(State of incorporation or organization) (IRS Employer
Identification No.)
2124 MAIN STREET, SUITE 250 92648
HUNTINGTON BEACH, CALIFORNIA ----------------
---------------------------------------- (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code (714) 969-7746
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Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<S> <C>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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NONE
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001 per share
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(Title of Class)
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Item 1. General Information
The registrant was incorporated in Delaware on October 22,
1996. The registrant's fiscal year ends on December 31.
Item 2. Transaction of Succession
On January 17, 1997, TouchStone Software Corporation, a
California corporation ("TouchStone California") whose Common Stock was
registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
amended, was merged with and into the registrant for the purpose of
reincorporating in the State of Delaware. In the merger, each share of Common
Stock of TouchStone California was converted into one share of Common Stock of
the registrant. All outstanding options, warrants, and other rights to
purchase Common Stock of TouchStone California were converted into options,
warrants or rights to purchase one share of Common Stock of the registrant for
each share of Common Stock of TouchStone California formerly subject thereto.
Item 3. Securities to be Registered
There are 23,000,000 shares of Common Stock of the registrant
currently authorized, 7,772,735 shares of Common Stock of the registrant issued
and outstanding as of December 1, 1996, and no shares of Common Stock of the
registrant currently issued are held by or for the account of the registrant.
Item 4. Description of Registrant's Securities to be Registered
Each share of the registrant's Common Stock, par value $.001
per share, is entitled to one vote on all matters to be voted upon by the
stockholders. Subject to preferences that may be applicable to any outstanding
Preferred Stock, the holders of Common Stock are entitled to receive ratably
such dividends, if any, as may be declared from time to time by the Board of
Directors out of funds legally available therefor. In the event of
liquidation, dissolution or winding up of the Registrant, the holders of Common
Stock are entitled to share ratably in all assets remaining after payment of
liabilities, subject to prior distribution rights of Preferred Stock, if any,
then outstanding. The Common Stock has no preemptive or conversion rights or
other subscription rights. There are no redemption or sinking fund provisions
applicable to the Common Stock. All outstanding shares of Common Stock are
fully paid and nonassessable, and the shares of Common Stock to be outstanding
upon completion of this offering will be fully paid and nonassessable. There
is no preferred stock outstanding.
Item 5. Financial Statements and Exhibits
(a) Financial Statements
As provided in Instruction (a) of Instructions as to Financial
Statements for Form 8-B, no financial statements are being filed with this
Registration Statement because the capital structure and balance sheet of the
registrant immediately after the succession is substantially the same as that
of TouchStone California.
(b) Exhibits
(A) Proxy Statement of TouchStone California dated
November 15, 1996 for the Annual Meeting of
Shareholders held on December 16, 1996.
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(B) 2.1* Agreement and Plan of Merger dated as of
December 15, 1996 between the Registrant and
TouchStone California, a California
corporation.
3.1* Bylaws of the Registrant.
3.2* Certificate of Incorporation of the
Registrant.
4.1* Specimen of Common Stock certificate of the
Registrant.
4.2 Rights Agreement dated September 26, 1996
between the Registrant and American
Securities Transfer & Trust, Inc. (the
"Transfer Agent"), which includes the
Certificate of Determination for the Series A
Participating Preferred Stock as Exhibit A,
the form of Right Certificate as Exhibit B
and the Summary of Rights to purchase
Preferred Shares as Exhibit C, incorporated
by reference to Exhibit I of the Registrant's
Form 8-A filed on September 27, 1996,
Registration No. 0-62822.
10.01 Incentive Stock Option Plan. Incorporated by
reference to the exhibits to the Registration
Statement on Form S-18, as amended,
Registration Number 2-92450-LA as filed with
the Securities and Exchange Commission.
10.02 Amended Incentive Stock Option Plan.
Incorporated by reference to the Registrant's
filing on Form S-8 with the Securities and
Exchange Commission, Registration Number
33-25989.
10.03 Non-Qualified Stock Option Plan.
Incorporated by reference to the Registrant's
filing on Form S-8 with the Securities and
Exchange Commission, Registration Number
33-25989.
10.04 1991 Stock Option Plan. Incorporated by
reference to the exhibits to the Registrant's
Form 10-KSB for the year ended December 31,
1992 as filed with the Securities and
Exchange Commission.
10.05** Employee Stock Purchase Agreement.
Incorporated by reference to the Exhibits to
the Registrant's 10-KSB for the year ended
December 31, 1993 as filed with the
Securities and Exchange Commission.
10.06** 1994 Non-Qualified Stock Option Plan.
10.07* 1997 Stock Incentive Plan.
10.2** Line of Credit Agreement dated April 27,
1995.
10.3** Office Lease dated February 7, 1995.
10.4 Intentionally omitted.
10.5** Loan Agreement dated April 27, 1995.
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* Incorporated by reference to the Proxy Statement of TouchStone
California dated November 15, 1996.
** Incorporated by reference to the exhibits to the Registration
Statement on Form SB-2, as amended; Registration number 33- 94352 as
filed with the Securities and Exchange Commission.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
and Exchange Act of 1934, the registrant has duly caused this application for
registration (or registration statement) to be signed on its behalf by the
undersigned, thereunto duly authorized.
TOUCHSTONE SOFTWARE CORPORATION
January 17, 1997 By: /s/ Ronald R. Maas
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Ronald R. Maas
Chief Financial Officer
