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
IFS INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-3393646
(State of incorporation (IRS Employer Identification
or organization) Number)
Rensselaer Technology Park, 185 Jordan Road, Troy, New York 12180
(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 registered each class is to be registered
- --------------------------------- ------------------------------
Series A Convertible Preferred Boston Stock Exchange
Stock, par value $.001 per share
Redeemable Series A Convertible Boston Stock Exchange
Preferred Stock Purchase Warrants
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. Description of Registrant's Securities to be Registered.
IFS International, Inc. (the "Registrant") is authorized to issue
up to 25,000,000 shares of preferred stock, par value $.001 per share,
and 50,000,000 shares of common stock, par value $.001 per share (the
"Common Stock").
The Board of Directors of the Registrant has adopted resolutions
authorizing the designation of 20,000,000 shares of the preferred stock as
Series A convertible preferred stock (the "Series A Preferred Stock") and that
the Registrant issue Redeemable Series A Convertible Preferred Stock Purchase
Warrants (the "Warrants"). Each share of Series A Preferred Stock is
convertible, at the option of the holder, into one share of Common Stock.
A description of the Series A Preferred Stock and Warrants is set
forth under "Description of Securities" in Registrant's Registration Statement
on Form SB-2 (File No. 333-11653) (the "Registration Statement") and such
description is incorporated herein by reference.
Item 2. Exhibits.
4.1 Specimen certificate evidencing shares of
Registrant's Series A Preferred Stock (1)
4.2 Specimen certificate evidencing shares of
Registrant's Warrants (1)
4.3 Specimen certificate evidencing shares of
Registrant's Common Stock (1)
4.4 Certificate of Designation of Series A Preferred Stock (1)
4.5 Certificate of Incorporation of Registrant, as
amended (1)
4.6 By-laws of Registrant (1)
4.7 Form of Redeemable Warrant Agreement between
Registrant, Duke & Co., Inc. and American Stock
Transfer & Trust Company, as warrant agent (1)
4.8 "Description of Securities" on pages 34-36 of
Amendment No. 1 to the Registration Statement (1)
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(1) Denotes documents filed or to be filed as an exhibit to the Registration
Statement, SEC File Number 333-11653, and incorporated herein by
reference.
<PAGE>
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, thereunto duly
authorized.
IFS INTERNATIONAL, INC.
By: /s/ Frank A. Pascuito
Frank A. Pascuito
Chief Executive Officer
Dated: January 24, 1997
