<PAGE>
File No. 1-11753
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
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
n-VISION, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 54-1741313
(State of incorporation (I.R.S. employer
or organization) identification no.)
7680 OLD SPRINGHOUSE ROAD, FIRST
FLOOR 22102
MCLEAN, VIRGINIA (Zip code)
(Address of principal executive
offices)
</TABLE>
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<S> <C>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON
TO BE SO REGISTERED WHICH EACH CLASS IS TO BE REGISTERED
Not applicable Not applicable
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
TITLE OF CLASS
Common Stock, $.01 par value
Class A Warrants
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
<PAGE>
n-VISION, INC.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Reference is made to the description of the terms of the Common Stock and Class
A Warrants prepared in compliance with Item 202 of Regulation S-K, as set forth
beneath the caption "Description of Securities," pages 43-46, included as part
of Amendment No. 2 to Form SB-2 Registration Statement, and related Prospectus,
Registration No. 333-3098, as filed with the Securities and Exchange Commission,
Washington, D.C. 20549, on May 17, 1996, which are incorporated by reference.
ITEM 2. EXHIBITS.
Reference is made to the description of the Exhibits prepared in compliance
with Item 601 of Regulation S-K, as set forth under the caption "Exhibits,"
included as part of Amendment No. 2 to Form SB-2 Registration Statement, and
related Prospectus, Registration No. 333-3098, as filed with the Securities and
Exchange Commission, Washington, D.C. 20549 on May 17, 1996, which are
incorporated by reference.
The description of the Exhibits are as follows:
<TABLE>
<C> <S>
1.0 Form of Underwriting Agreement.
1.1 Form of Selected Dealers Agreement.
3.0 Certificate of Incorporation, filed September 16, 1994, as restated.
3.1 By-laws, as amended.
4.0 Specimen Copy of Common Stock Certificate.
4.1 Form of Class A Warrant Certificate.
4.2 Form of Underwriter's Purchase Option.
4.3 Form of Warrant Agreement.
5.0 Option of Thomas T. Prousalis, Jr., Esq. for Registrant.
10.0 Employment Agreement, Delmar J. Lewis.
10.1 Employment Agreement, Christopher J. Lewis.
10.2 Employment Agreement, Robert B. Hamilton, C.P.A.
10.3 Asset Purchase Agreement, dated November 1, 1994.
11.0 Statement re Computation of Earnings Per Share.
24.0 Consent of Thomas T. Prousalis, Jr., Esq. is contained on page II-7 of the
Registration Statement.
24.1 Consent of Grant Thornton LLP is contained on page II-8 of the Registration
Statement.
25.0 Power of Attorney appointing Delmar J. Lewis is contained on page II-6 of
the Registration Statement.
</TABLE>
2
<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.
N-VISION, INC.
DATE: MAY 24, 1996 BY: DELMAR J. LEWIS
--------------------------------------
DELMAR J. LEWIS
CHAIRMAN OF THE BOARD
3
