8-A12G 1 intercomsystems_form8a.txt REGISTRATION OF SECURITIES UNITED STATES 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 INTERCOM SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 11-2599441 ---------------------------------------- ----------------------------------- (State of incorporation of organization) (I.R.S. Employer Identification No.) 111 Village Parkway, Building #2 Marietta, Georgia 30067 ------------------------------------------------------- ------------ (Address of principal executive offices) (Zip Code) If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General instruction A.(c), check the following box. [ ] If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General instruction A.(d), check the 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: None Securities to be registered pursuant to Section 12(g) of the Act: Name of each exchange on which Title of each class to be so registered each class is to be registered --------------------------------------- ------------------------------ Common stock, $.0005 par value per share None Item 1. Description of Registrants Securities to Be Registered. The Corporation's certificate of incorporation authorizes the issuance of up to 200,000,000 shares of common stock, $.0005 par value per share, of which 8,008,229 shares are issued and outstanding as of May 23, 2001. Holders of common stock are entitled to receive dividends as may be declared by our board of directors from funds legally available for these dividends. Upon liquidation, holders of shares of common stock are entitled to a pro rata share in any distribution available to holders of common stock. The holders of common stock have one vote per share on each matter to be voted on by stockholders, but are not entitled to vote cumulatively. Holders of common stock have no preemptive rights. All of the outstanding shares of common stock are, and all of the shares of common stock to be issued will be, validly issued, fully paid and non-assessable. Item 2. Exhibits. Incorporated By Exhibit Reference No. in Number Description from Document Document Page ------ ----------- ------------- -------- ---- 3.1 Certificate of Incorporatio A 3.1 -- 3.2 By-laws A 3.2 -- --------------------- A. Registration Statement on Form S-1, File No. 2-84644. SIGNATURES 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. Dated: May 31, 2001 INTERCOM SYSTEMS, INC. /s/ Robert H. Donehew By:_________________________________ Name: Robert H. Donehew Title: Vice President and Treasurer