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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
RACOM SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 84-11828875
(State (jurisdiction) of (IRS Employer Identification
incorporation or organization) Number)
6080 GREENWOOD PLAZA BLVD.
GREENWOOD VILLAGE, COLORADO
(303) 771-2077 80111
(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: None.
Securities to be registered pursuant to Section 12(g) of the Act:
(i) $.01 Par Value Common Stock and (ii) Redeemable Common Stock Purchase
Warrants
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DESCRIPTION OF SECURITIES
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Registrant's Registration Statement on Form SB-2 under the Securities Act
of 1933, No. 333-18351, filed on December 20, 1996 and as amended from time to
time thereafter, is incorporated herein by reference, including specifically,
"Description of Securities", contained therein.
ITEM 2. EXHIBITS
1. 1.1 Specimen Certificate for $.01 Par Value Common Stock of the
Registrant
2. Restated Certificate of Incorporation of Registrant, filed as
Exhibit 3.01 to the Registration Statement on Form SB-2 under the
Securities Act of 1933, No. 333-18351, filed on December 20, 1996 and
incorporated herein by reference.
3. Restated Bylaws of Registrant, as amended, filed as Exhibit 3.02 to
the Registration Statement on Form SB-2 under the Securities Act of
1933, No. 333-18351, filed on December 20, 1996 and incorporated
herein by reference.
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.
RACOM SYSTEMS, INC.
By /s/ Richard L. Horton
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Richard L. Horton
Chief Executive Officer
Date: December 20, 1996
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NUMBER [LOGO] SHARES
Incorporated Under the Laws of the State of Delaware
20,000,000 Authorized Shares Par Value $0.01
CUSIP 750085 10 2
SEE REVERSE
FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF $0.01 PAR VALUE COMMON STOCK OF
RACOM SYSTEMS, INC.
Transferable only on the books of the Company in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid unless countersigned by the Transfer Agent and Registrar.
IN WITNESS WHEREOF, the said Company has caused this Certificate to be
executed by the facsimile signatures of its duly authorized officers and to be
sealed with the facsimile seal of the Company.
Dated:
[ILLEGIBLE] [ILLEGIBLE]
------------------- [RACOM SEAL] --------------------
SECRETARY PRESIDENT
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RACOM SYSTEMS, INC.
The following abbreviations when used in the inscription on the face of the
certificate, shall be construed as though they were written out in full
according to applicable laws of regulations;
TEN COM -as tenants in common UNIF GIFT MIN ACT- Custodian
TEN ENT -as tenants by the entireties -------------
JT TEN -as joint tenants with right of (Cust) (Minor)
survivorship and net as tenants under Uniform Gifts to
in common Minors Act
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(State)
Additional abbreviations may also be used though not in the above Act.
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For Value Received. ______________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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Shares of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint _____________________________________________
______________ attorney-in-fact to transfer the said stock on the books of the
within-named Corporation, with full power of substitution in the premises.
Dated ___________________
____________________________________________________________
____________________________________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE
IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATSOEVER.
Signature(s) Guaranteed:
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The signature(s) should be guaranteed by an eligible guarantor institution
(Banks, Stockholders, Savings and Loan Associations and Credit Unions with
membership in an approved signature guarantee Medallion Program), pursuant to
S.E.C. Rule 17Ad-15.
