SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Computron Software, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 13-2966911
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
301 Route 17 North,
Rutherford, New Jersey 07070
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(Address of principal (Zip code)
executive offices)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to
12(b) of the Exchange Act and is Section 12(g) of the
effective pursuant to General Exchange Act and is
Instruction A.(c), please check effective pursuant to
the following box. [x] General Instruction A.(d),
please check the following
box. [ ]
Securities Act registration statement file number to which this
form relates: n/a
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(If applicable)
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
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Common Stock,
par value $.01 per share American Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
Computron Software, Inc. (the "Registrant") is authorized to
issue 50,000,000 shares of common stock, par value $.01 per share
("Common Stock"). Each holder of Common Stock is entitled to
one vote for each share held. The holders of Common Stock are
entitled to elect all of the directors of the Registrant. In all
matters other than the election of directors, when a quorum is
present at any stockholders' meeting, the affirmative vote of the
majority of shares present in person or represented by proxy
shall decide any question before such meeting. Directors are
elected by a plurality of the votes of the shares present in
person or represented by proxy at a stockholders' meeting. The
holders of Common Stock are entitled to receive ratably such
dividends as may be declared by the Board of Directors out of
funds legally available therefor. In the event of the
liquidation, dissolution or winding up of the Registrant, the
holders of Common Stock are entitled to share in the Registrant's
assets remaining after the payment of liabilities and the
satisfaction of any liquidation preference granted the holders of
any outstanding shares of the Registrant's preferred stock, par
value $.01 per share (the "Preferred Stock"). The Registrant is
authorized to issue 5,000,000 shares of Preferred Stock and the
Board of Directors, without further stockholder approval, has the
authority to issue, at any time and from time to time, the
Preferred Stock as Preferred Stock of any series and, in
connection with the creation of each such series, to fix the
number of shares of such series and the powers, designations,
preferences, rights, qualifications, limitations and restrictions
of such series, to the full extent now or hereafter permitted by
the laws of Delaware. On the date hereof, no shares of Preferred
Stock are issued and outstanding. Holders of Common Stock have
no preemptive or other subscription rights. The shares of Common
Stock are not convertible into any other security.
Item 2. Exhibits.
The following are documents that will accompany, or be
incorporated by reference into, the listing application being
filed with this Form 8-A with the American Stock Exchange:
1. Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996;
2. a. Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997;
b. Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997;
3. Registrant's Current Report on Form 8-K, dated July 28,
1997;
4. Registrant's Proxy Statement, dated June 6, 1997;
5. a. Registrant's Certificate of Incorporation;
b. Registrant's By-laws;
6. Specimen Common Stock certificate; and
7. Registrant's 1996 Annual Report to Stockholders.
SIGNATURE
Pursuant to the requirement 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.
COMPUTRON SOFTWARE, INC.
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(Registrant)
Dated: November 10, 1997 By: /s/ Michael R. Jorgensen
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Name: Michael R. Jorgensen
Title: Executive Vice
President and
Chief Financial Officer
