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FORM 8-A
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
NORIAN CORPORATION
(Exact name of Registrant as specified in its charter)
CALIFORNIA 77-0147561
(State of incorporation or organization) (IRS Employer I.D. No.)
10260 BUBB ROAD, CUPERTINO, CALIFORNIA 95014-4166
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
(Title of Class)
NASDAQ
(Name of each exchange on which each class is to be registered)
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Item 1. Description of Registrant's Securities to be Registered
Incorporated by reference to page 49 of the Preliminary
Prospectus contained in Registrant's Registration Statement on
Form S-1 (File No. 333-3399) filed on May 9, 1996 (the "S-1
Registration Statement").
Item 2. Exhibits
The following exhibits are filed as a part of this
registration statement:
1.* Sixth Amended and Restated Articles of Incorporation of
the Registrant, as currently in effect;
2.** Seventh Amended and Restated Articles of Incorporation
of the Registrant to be filed immediately prior to the
effectiveness of the S-1 Registration Statement;
3.*** Eighth Amended and Restated Articles of Incorporation
of the Registrant to be filed after the closing of the
offering made under the S-1 Registration Statement;
4.**** Specimen Common Stock Certificate;
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* Incorporated by reference to Exhibit 3.1 of the Registrant's S-1
Registration Statement.
** Incorporated by reference to Exhibit 3.2 of the Registrant's S-1
Registration Statement.
*** Incorporated by reference to Exhibit 3.3 of the Registrant's s-1
Registration Statement.
**** Incorporated by reference to Exhibit 4.1 of the Registrant's S-1
Registration Statement.
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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.
Date: June 18, 1996 NORIAN CORPORATION
By: /s/ BRENT R. CONSTANTZ
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Brent R. Constantz
President, Chief Executive Officer and
Chief Scientist
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