SOFTNET SYSTEMS INC
8-A12G, 1999-04-14
TELEPHONE INTERCONNECT SYSTEMS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 ---------------

                                    FORM 8-A


                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                              Softnet Systems, Inc.
- --------------------------------------------------------------------------------

               New York                                        11-1817252
- --------------------------------------------------------------------------------
(State of Incorporation or Organization)                    (I.R.S. Employer
                                                          Identification No.)

650 Townsend Street, Suite 225  San Francisco, CA                     94103
- --------------------------------------------------------------------------------
(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  Section          securities   pursuant   to  Section
12(b)  of the  Exchange  Act and is          12(g)  of the  Exchange  Act and is
effective   pursuant   to   General          effective   pursuant   to   General
Instruction A.(c), please check the          Instruction A.(d), please check the
following box. |_|                           following box. |X|                 
                                                



Securities Act registration statement file number to which this form relates: 
                 (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





Securities to be registered pursuant to Section 12(g) of the Act:

   Common Stock, $0.01 par value
                                                   (Title of Class)


                                                   (Title of Class)


<PAGE>


Item 1.           Description of Registrant's Securities to be Registered.

                  Incorporated herein by reference to the Description of Capital
Stock  section of the  Company's  Registration  Statement  on Form S-3 (File No.
333-74767)  (the  "Registration  Statement"),  as originally  filed on March 19,
1999, or as subsequently amended.

Item 2.           Exhibits.

Exhibit
Number   Description

3.1      Amended and Restated Certificate of Incorporation of the Registrant, as
         filed with the Delaware  Secretary of State is  incorporated  herein by
         reference  to Exhibit 3.1 to the  Company's  Registration  Statement on
         Form S-3 (File No. 333-74767).

3.2      Bylaws  of the  Registrant  are  incorporated  herein by  reference  to
         Exhibit 3.2 to the Company's  Registration  Statement on Form S-3 (File
         No. 333-74767).

4.1      Article Third of the Registrant's restated Certificate of Incorporation
         is  incorporated  herein by reference  to Exhibit 4.1 to the  Company's
         Registration Statement on Form S-3 (File No. 333-74767).



<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, there-to duly authorized.

                                                   SOFTNET SYSTEMS, INC.


Date:  April 14, 1999                             By:  /s/ Douglas S. Sinclair 
                                                  ----------------------------
                                                  Douglas S. Sinclair
                                                  Chief Financial Officer

<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number   Description

3.1      Amended and Restated Certificate of Incorporation of the Registrant, as
         filed with the Delaware  Secretary of State is  incorporated  herein by
         reference  to Exhibit 3.1 to the  Company's  Registration  Statement on
         Form S-3 (File No. 333-74767).

3.2      Bylaws  of the  Registrant  are  incorporated  herein by  reference  to
         Exhibit 3.2 to the Company's  Registration  Statement on Form S-3 (File
         No. 333-74767).

4.1      Article Third of the Registrant's restated Certificate of Incorporation
         is  incorporated  herein by reference  to Exhibit 4.1 to the  Company's
         Registration Statement on Form S-3 (File No. 333-74767).





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