VOXWARE INC
8-A12G, 1996-09-20
COMPUTER INTEGRATED SYSTEMS DESIGN
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<PAGE>
 
                                   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


                                 VOXWARE, INC.
  --------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


                 Delaware                                       36-3934824     
- ---------------------------------------------------          ----------------
     (State of incorporation or organization)                (I.R.S. Employer
                                                            Identification No.)

             305 College Road East
                 Princeton, NJ                                    08540
      ---------------------------------------------      ----------------------
       (Address of principal executive offices)                (Zip Code)


       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
- -------------------                          -----------------------------------
                                            
 Not Applicable                                 Not Applicable

          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(g) OF THE ACT:


                      Common Stock, par value $.001 per share
- --------------------------------------------------------------------------------
                                 (Title of Class)
<PAGE>
 
Item 1.  Description of Registrant's Securities to be Registered
- ------   -------------------------------------------------------

          A description of the Common Stock is set forth at page 45 of the
Prospectus forming part of the Registration Statement on Form S-1 filed under
the Securities Act of 1933, as amended (the "Act"), with the Securities and
Exchange Commission on July 18, 1996, Registration No. 333-08393, as amended
(the "Registration Statement"), on behalf of Voxware, Inc. (the "Registrant"),
which is hereby incorporated by reference for all purposes.

Item 2.  Exhibits
- ------   --------

          1.   Certificate of Incorporation of the Registrant, as amended,
               incorporated herein by reference to Exhibit 3.1 of the
               Registration Statement.

          2.   By-Laws of the Registrant, incorporated herein by reference to
               Exhibit 3.2 of the Registration Statement.

          3.   Specimen Common Stock Certificate of the Registrant, incorporated
               herein by reference to Exhibit 4.1 of the Registration Statement.

     The Registrant hereby further incorporates by reference the description of
the Common Stock included in any form of prospectus subsequently filed by the
Registrant pursuant to Rule 424(b) under the Act.
<PAGE>
 
                                   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.


                                    VOXWARE, INC.



                                    By:/s/ Kenneth H. Traub 
                                       __________________________
                                         Kenneth H. Traub
                                         Executive Vice President,
                                         Chief Financial Officer and
                                         Secretary


Dated:  September 19, 1996


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