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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 ------------------- VASCO Data Security International, Inc. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware 36-4169320 ----------------------- ------------------ (State of Incorporation (I.R.S. Employer or Organization) Identification No.) 1901 South Meyers Road, Suite 210 Oakbrook Terrace, Illinois 60181 - --------------------------------------- --------- (Address of Principal Executive Offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each Class on which each class is to be so registered to be registered NONE N/A ------------------- --------------------- ------------------- --------------------- 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) 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(g) of the Act: Common Stock, $.001 Par Value - ----------------------------------------------------------------- (Title of Class) INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. The registrant hereby incorporates by reference the descriptions of the securities registered hereby (the "Securities") set forth under the caption "Description of Capital Stock of New Vasco" on page 129 of the registrant's final Proxy Statement/Prospectus contained in its Registration Statement on Form S-4 (File No. 333-35563), under the Securities Act of 1933, as amended, as filed with the Securities and Exchange Commission ("SEC") on September 12, 1997, as amended by Pre-Effective Amendment No. 1 filed with the SEC on October 27, 1997, Pre-Effective Amendment No. 2 filed with the SEC on November 24, 1997, Pre-Effective Amendment No. 3 filed with the SEC on January 27, 1998, and Pre-effective Amendment No. 4 filed with the SEC on February 5, 1998. Item 2. Exhibits. EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - ------- ------------------------------------------------------- 3.1+ Certificate of Incorporation of Registrant, as amended. 3.2++ Bylaws of Registrant, as amended and restated. 4.2+ Specimen of Registrant's Common Stock Certificate. 4.5+ Form of Registrant's Warrant Agreement. 4.6+ Form of Registrant's Option Agreement. 4.7+ Form of Registrant's Convertible Note Agreement. 10.36+ Registration Rights Agreement dated as of October 19, 1995 10.37+ First Amendment to Registration Rights Agreement dated July 1, 1996 10.38+ Second Amendment to Registration Rights Agreement dated March 7, 1997 - ------------------------ + Incorporated by reference from the registrant's Registration Statement on Form S-4 (File No. 333-35563), under the Securities Act of 1933, as amended, as filed with the Securities and Exchange Commission ("SEC") on September 12, 1997, as amended by Pre-Effective Amendment No. 1 filed with the SEC on October 27, 1997, Pre-Effective Amendment No. 2 filed with the SEC on November 24, 1997, Pre-Effective Amendment No. 3 filed with the SEC on January 27, 1998, and Pre-effective Amendment No. 4 filed with the SEC on February 5, 1998. ++ Incorporated by reference from the registrant's Annual Report on Form 10-K for the year ended December 31, 1997 filed with the SEC on May 5, 1998. 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, thereunto duly authorized. VASCO DATA SECURITY INTERNATIONAL, INC. By: T. Kendall Hunt --------------------------------- T. Kendall Hunt, President and Chief Executive Officer