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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
ELECTRONIC DESIGNS, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 04-3298416
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(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
One Research Drive, Westborough, Massachusetts 01581
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
If this Form relates to the If this Form relates to the registration
registration of a class of debt of a class of debt to securities and is
securities and is effective upon to become effective simultaneously with
filing pursuant to General the effectiveness of a concurrent
Instruction A(c)(1) please check registration statement under the
the following box. / / 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:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS TO BE SO REGISTERED WHICH EACH CLASS IS TO BE REGISTERED
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Not Applicable Not Applicable
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $.01 par value per share
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(TITLE OF CLASS)
Redeemable Warrants, redeemable for Common Stock
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(TITLE OF CLASS)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
A description of the Common Stock of the Registrant is set forth in the
information provided under "Description of Securities to be Registered" in the
Prospectus forming part of Amendment No. 1 to the Form S-3 Registration
Statement, filed under the Securities Act of 1933, as amended, with the
Securities and Exchange Commission on May 3, 1996 and effective on May 16, 1996,
No. 333-3328 (the "May 16, 1996 Registration Statement"), which information is
incorporated herein by reference.
A description of the Redeemable Warrants of the Registrant is set forth in
the information provided under "Description of Securities to be Registered" in
the Prospectus forming part of the Post-Effective Amendment No. 2 on Form S-3 to
Form SB-2, filed under the Securities Act of 1933, as amended, with the
Securities and Exchange Commission on June 3, 1996 and effective on June 10,
1996, No. 33-76186-LA, which information is incorporated herein by reference.
ITEM 2. EXHIBITS
(1) Certificate of Incorporation of Registrant (Incorporated by reference
to the Registrant's May 16, 1996 Registration Statement).
(2) By-laws of Registrant (Incorporated by reference to the Registrant's
May 16, 1996 Registration Statement).
(3) Specimen of Common Stock Certificate (Incorporated by reference to the
Registrant's Current Report on Form 8-K/A filed with the Securities
and Exchange Commission on August 23, 1996).
(4) Form of Redeemable Warrant (Incorporated by reference to Registrant's
Registration Statement on Form SB-2, File No. 33-76186-LA, effective
March 22, 1994).
(5) Form of Redeemable Warrant Agreement (Incorporated by reference to
Registrant's Registration Statement on Form SB-2, File No.
33-76186-LA, effective March 22, 1994).
(6) Agreement of Merger, dated as of March 6, 1996, by and between
Crystallume and Registrant (Incorporated by reference to the
Registrant's Current Report on Form 8-K/A filed with the Securities
and Exchange Commission on August 23, 1996).
(7) The May 16, 1996 Registration Statement (Incorporated by reference).
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(8) Post-Effective Amendment No. 2 on Form S-3 to Registration Statement
No. 33-76186-LA (Incorporated by reference).
(9) Revised and Restated Amendment to the Third Amended and Restated
Registration Rights Agreement, dated as of September 25, 1995
(Incorporated by reference to the Registrant's Current Report on Form
8-K filed with the Securities and Exchange Commission on October 25,
1995).
(10) Agreement respecting New York Life Insurance Company's Registration
Rights, dated as of October 10, 1995 (Incorporated by reference to the
Registrant's Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 25, 1995).
(11) Agreement respecting Technology Funding Partners III, L.P.'s
Registration Rights, dated as of October 10, 1995 (Incorporated by
reference to the Registrant's Current Report on Form 8-K filed with
the Securities and Exchange Commission on October 25, 1995).
(12) Agreement respecting Silicon Valley Bank's Registration Rights, dated
as of October 10, 1995 (Incorporated by reference to the Registrant's
Annual Report on Form 10-KSB filed with the Securities and Exchange
Commission on December 18, 1995).
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.
ELECTRONIC DESIGNS, INC.
Date: September 5, 1996 By: /s/ FRANK D. EDWARDS
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Frank D. Edwards
Senior Vice President and
Chief Financial Officer
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