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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
LANDMARK SYSTEMS CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
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<S> <C>
Virginia 54-1221302
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
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8000 Towers Crescent Drive
Vienna, Virginia 22182
(Address of Principal Executive Offices)
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If this form relates to the registration of a class If this form relates to the registration of a class
of securities pursuant to Section 12(b) of the of securities pursuant to Section 12(g) of the
Exchange Act and is effective pursuant to General Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following Instruction A.(d), please check the following
box. [ ] box. [X]
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Securities Act registration statement file number to which this form relates:
333-35629.
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None. None.
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The information required by Item 1 of Form 8-A was filed with the
Securities and Exchange Commission as part of the Registration Statement on
Form S-1 filed by Landmark Systems Corporation (the "Registrant") under the
Securities Act of 1933, as amended (Registration Statement No. 333-35629), and
is incorporated herein by this reference. See "Description of Capital Stock"
in the prospectus forming a part of the Registration Statement.
ITEM 2. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
1. The Registrant's Registration Statement on Form S-1, as amended
from time to time (Registration Statement No. 333-35629), is incorporated
herein by this reference.
2. The Articles of Incorporation of the Registrant are incorporated
herein by this reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1, as amended from time to time (Registration Statement No.
333-35629).
3. The Amended and Restated Bylaws of the Registrant are
incorporated herein by this reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1, as amended from time to time (Registration
Statement No. 333-35629).
4. A specimen certificate of the Common Stock of the Registrant is
incorporated herein by this reference to Exhibit 4.2 to the Registrant's
Registration Statement on Form S-1, as amended from time to time (Registration
Statement No. 333-35629).
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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, thereunto duly authorized.
LANDMARK SYSTEMS CORPORATION
Date: November 12 , 1997 By: /s/ Ralph E. Alexander
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Ralph E. Alexander
President
