<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