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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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GIGA INFORMATION GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 06-1422860
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
ONE LONGWATER CIRCLE
NORWELL, MA 02061
(Address of principal executive offices) (Zip Code)
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 securities pursuant to
Section 12(b) of the Section 12(g) of the
Exchange Act and is pursuant Exchange Act and is
to General Instruction effective pursuant to
A.(c), please check the General Instruction A.(d),
following box.[ ] please check the following
box. [x]
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS
FORM RELATES: 333-52899
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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None. None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, par value $0.001 per share.
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NYFS07...:\54\47954\0009\2041\FRM7208R.380
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the common stock, $0.001 par value (the "Common
Stock"), of Giga Information Group, Inc. (the "Registrant") to be registered
hereunder is incorporated herein by reference to the Registration Statement on
Form S-1 of the Registrant (Registration No. 333-52899), filed with the
Securities and Exchange Commission on May 18, 1998 and as may be amended from
time to time (the "Registration Statement"), with respect to the registration of
the Registrant's Common Stock.
ITEM 2.EXHIBITS.
The Registrant's Common Stock being registered pursuant to this
registration statement on Form 8-A has been approved for listing on the Nasdaq
Stock Market, an exchange on which no other securities of the Registrant are
registered. Accordingly, the exhibits described herein have been previously
filed with the Nasdaq National Market or are being filed with the copy of this
registration statement on Form 8-A with the Nasdaq National Market.
3.1 Fourth Amended and Restated Certificate of Incorporation of the
Registrant, incorporated by reference to Exhibit 3.1 of the Registration
Statement.*
3.2 Form of Certificate of Amendment to Amended and Restated Certificate of
Incorporation of the Registrant, incorporated by reference to Exhibit 3.2
of the Registration Statement.*
3.3 Certificate of Designations of Series D Preferred Stock of the
Registrant, incorporated by reference to Exhibit 3.3 of the Registration
Statement.*
3.4 Form of Fifth Amended and Restated Certificate of Incorporation of the
Registrant, incorporated by reference to Exhibit 3.4 of the Registration
Statement.*
3.5 By-Laws of the Registrant, incorporated by referenced to Exhibit 3.5 of
the Registration Statement.*
3.6 Form of Amended and Restated By-Laws of the Registrant, incorporated by
reference to Exhibit 3.6 of the Registration Statement.*
4.1 Form of Common Stock certificate, incorporated by reference to Exhibit
4.1 of the Registration Statement.*
10.1 (a)Co-Sale and Stock Restriction Agreement dated November 13, 1995,
among the Registrant, Gideon I. Gartner and the stockholders named on
the signature pages thereto, incorporated by reference to Exhibit
10.7(a) of the Registration Statement.*
(b)Amendment No. 1 to Co-Sale Agreement, incorporated by reference to
Exhibit 10.7(b) of the Registration Statement.*
(c)Amendment No. 2 to Co-Sale Agreement, incorporated by reference to
Exhibit 10.7(c) of the Registration Statement.*
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(d)Amendment No. 3 to Co-Sale Agreement, incorporated by reference to
Exhibit 10.7(d) of the Registration Statement.*
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* The exhibits described herein are incorporated by reference to the
Registrant's Registration Statement on Form S-1 (333-50297), as amended.
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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.
GIGA INFORMATION GROUP, INC.
By: /s/ Daniel M. Clarke
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Name: Daniel M. Clarke
Title: Senior Vice President,
Chief Financial Officer,
Treasurer and Secretary
Date: July 28, 1998
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