Form 8-A 12G

 

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

 

 

CYBERGUARD CORPORATION

(Exact name of registrant as specified in its charter)

 

Florida   65-0510339
(State of incorporation or organization)   (I.R.S. Employer Identification No.)

 

2000 West Commercial Boulevard, Suite 200

Fort Lauderdale, Florida 33309

(Address of principal executive office)

 

 

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:

 

Common Stock, par value $.01 per share

(Title of class)

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form 8-A is being filed by CyberGuard Corporation (the “Registrant”) in connection with the registration of the Registrant’s Common Stock, par value $.01 per share (the “Common Stock “), under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Common Stock is currently registered under Section 12(b) of the Exchange Act.

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

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

 

The description of the Common Stock appearing under the caption “Description of Capital Stock,” included as a part of the Registrant’s Registration Statement on Form S-3, File No. 333-04407, filed under the Registrant’s former name, Harris Computer Systems Corporation, with the Securities and Exchange Commission on May 23, 1996, as amended, is incorporated herein by reference.

 

Item 2. Exhibits.

 

  4.1   Articles of Incorporation, as amended, of the Registrant (incorporated herein by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 1996)

 

  4.2   Articles of Amendment to the Articles of Incorporation (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2000, filed on September 28, 2000).

 

  4.3   Restated By-laws of the Registrant (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1999, filed on November 12, 1999).

 

  4.4   Form of Common Stock Certificate (incorporated by reference to the Company’s Registration Statement on Form S-3 dated May 23, 1996 (File No. 333-04407)).

 

  4.5   Form of Stockholders Rights Plan (incorporated by reference to the Company’s Registration Statement on Form S-3 dated May 23, 1996 (File No. 333-04407)).

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.

 

Date:    July 7, 2003

      

CYBERGUARD CORPORATION

            By:  

/s/    SCOTT J. HAMMACK        

               

Scott J. Hammack

Chairman and Chief Executive Officer