d:sec\Form8A.doc
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Network Systems International, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Nevada 87-0460247
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
200 North Elm Street
Greensboro, North Carolina 27401
(Address of Principal Executive Offices) (Zip Code)
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(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
N/A N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The securities being registered hereby are the shares of Common Stock,
$.001 par value of Network Systems International, Inc. (the
"Company"). The Company's Articles of Incorporation authorize the
issuance of 100,000,000 shares of Common Stock. Each share of Common
Stock entitles the holder thereof to one vote in an election of
directors and all other matters submitted to a vote of the Company's
stockholders. Common stockholders do not have cumulative voting
rights. Holders of Common Stock are entitled to share ratably in all
dividends declared by the Board of Directors and in all assets
available for distribution upon liquidation. No stockholder of the
Company has preemptive right to subscribe for or purchase additional
shares of the Company's Common Stock.
ITEM 2. EXHIBITS.
Exhibit Description Method of Filing
No.
1 10-KSB and 10-KSB/A Incorporated by reference as
filed with the Securities and
Exchange Commission on 1/10/97
and 5/21/97, respectively.
2 Quarterly Reports
Form 10-QSB (first Incorporated by reference as
quarter) filed with the Securities and
Exchange Commission on
2/14/97.
Form 10-QSB (second Incorporated by reference as
quarter) filed with the Securities and
Exchange Commission on
5/15/97.
Form 10-QSB (third Incorporated by reference as
quarter) filed with the Securities and
Exchange Commission on 8/8/97.
3 Proxy statement A copy of the Registrant's
Proxy Statement filed with the
Securities and Exchange
Commission on 1/28/97 is
incorporated by reference.
4 Charter and bylaws Registrant's charter and
bylaws filed with the
Securities and Exchange
Commission as incorporated by
reference to Item 13 of 10-
KSB/A and filed on 5/21/97.
5 Specimen Stock Filed herewith.
Certificate
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.
Network Systems International, Inc.
Dated: 8/18/97 By: /s/ William C. Ray
William C. Ray, Vice President
Exhibit 5
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
NETWORK SYSTEMS INTERNATIONAL, INC.
COMMON STOCK CUSIP NO. 64121L 10 3
100,000,000 AUTHORIZED SHARES
THIS CERTIFIES THAT
(NAME)
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES, PAR VALUE $.001 EACH, OF
THE COMMON STOCK OF
NETWORK SYSTEMS INTERNATIONAL, INC.
a corporation organized under the laws of the State of Nevada,
transferable on the books of the Corporation by the holder in
person or by duly authorized Attorney upon surrender of this
Certificate properly endorsed. This Certificate and the shares
represented hereby are subject to all the terms, conditions and
limitations of the Articles of Incorporation and Bylaws of the
Corporation and all amendments thereto. This certificate is not
valid unless countersigned and registered by the Transfer Agent
and Registrar.
WITNESS the facsimile seal of the Corporation and the
facsimile signature of its duly authorized officers.
Dated:
SECRETARY PRESIDENT
Countersigned and Registered:
American Stock Transfer & Trust Company
(New York, New York)
Transfer Agent
and Registrar
By:
Authorized Signature
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT . . . .
. . . . . . . . . . . . . . . . . . Custodian . . . . . . .
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform
Gifts to Minors
Act . . . . . . .
JT TEN - as joint tenants with right of (State)
survivorship and not as tenants
in common
Additional abbreviations may also be used though not in
the above list
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
For value received ______ hereby sell, assign and transfer unto
_______________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP
CODE OF ASSIGNEE
___________________________________________ Shares of the capital stock
represented by the within Certificate, and do hereby
irrevocably constitute and appoint __________________________
__________________ Attorney to transfer the said stock on the
books of the within-named Corporation with full power of
substitution in the premises.
Dated ___________________________
_____________________________________________________
NOTICE:SIGNATURE MUST CORRESPOND TO THE NAME AS WRITTEN UPON
THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE
GUARANTEED BY A BANK, BROKER, OR ANY OTHER ELIGIBLE GUARANTOR
INSTITUTION THAT IS AUTHORIZED TO DO SO UNDER THE SECURITIES
TRANSFER AGENTS MEDALLION PROGRAM (STAMP) UNDER RULES
PROMULGATED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION.
