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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
PLATINUM technology, inc.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-3509662
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(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
1815 S. MEYERS ROAD, OAKBROOK TERRACE, IL 60181
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
IF THIS FORM RELATES TO THE IF THIS FORM RELATES TO THE
REGISTRATION OF A CLASS OF DEBT REGISTRATION OF A CLASS OF DEBT
SECURITIES AND IS EFFECTIVE UPON SECURITIES AND IS TO BECOME EFFECTIVE
FILING PURSUANT TO GENERAL SIMULTANEOUSLY WITH THE EFFECTIVENESS
INSTRUCTION A(c)(1) PLEASE CHECK OF A CONCURRENT REGISTRATION STATEMENT
THE FOLLOWING BOX. [_] 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(b) OF THE ACT:
NONE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
% CONVERTIBLE SUBORDINATED NOTES DUE 2001
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(TITLE OF CLASS)
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Item 1. Description of Registrant's Securities to be Registered.
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The description of the % Convertible Subordinated Notes Due 2001 of the
Registrant to be registered that is contained in the "Description of the Notes"
section of the Registrant's Registration Statement on Form S-3, File No.
333-15421, filed with the Securities and Exchange Commission on November 1,
1996, as amended from time to time, is hereby incorporated herein by reference.
Item 2. Exhibits.
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Exhibit
Number Description of Document
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1.1 Form of Indenture between the Registrant and American National Bank
and Trust Company of Chicago, as Trustee, incorporated by reference to
Exhibit 4.1 to the Registrant's Registration Statement on Form S-3,
File No. 333-15421 (the "1996 S-3")
1.2 Form of Note, incorporated by reference to Exhibit 4.2 to the 1996 S-3
2.1 Conformed copy of Restated Certificate of Incorporation of the
Company, as amended, incorporated by reference to Exhibit 3.1(d) to
the Company's Registration Statement on Form S-1, Registration
Statement No. 333-07783
2.2 Bylaws of the Company, incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-1, Registration Statement
No. 33-39233 (the "IPO S-1")
2.3 Specimen stock certificate representing Common Stock, incorporated by
reference to Exhibit 4.1 to the IPO S-1
2.4 Rights Agreement dated as of December 21, 1995 between the Company and
Harris Trust and Savings, incorporated by reference to the Company's
Registration Statement on Form 8-A, filed December 26, 1995
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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.
PLATINUM technology, inc.
(Registrant)
Dated: November 12, 1996 By: /s/ MICHAEL P. CULLINANE
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Michael P. Cullinane
Senior Vice President and Chief Financial
Officer
