- -------------------------------------------------------------------------------- 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 _________________ SQL FINANCIALS INTERNATIONAL, INC. (Exact name of Registrant as specified in its charter) Delaware 58-1972600 (State of incorporation (I.R.S. Employer or organization) Identification No.) 3950 Johns Creek Court, Suite 100 30024 Suwanee, Georgia (Zip Code) (Address of principal executive offices) 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), please 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), please check the following box: [X] Securities Act registration statement file number to which this form relates: 333-46685. 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, $.0001 par value per share. - -------------------------------------------------------------------------------- Item 1. Description of Registrant's Securities to be Registered. For a description of the Registrant's Common Stock being registered hereby, reference is made to the information set forth under the heading "Description of Capital Stock" in the Prospectus that forms part of Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-46685) filed by the Registrant with the Securities and Exchange Commission on April 6, 1998 (the "Registration Statement"). Such information is incorporated herein by reference. Definitive copies of the Prospectus will be filed pursuant to Rule 430A or pursuant to an amendment to the Registration Statement, and the description of the Common Stock contained therein shall be deemed to be incorporated by reference into this Registration Statement on Form 8-A. Item 2. Exhibits. Exhibit Number Description -------------- ----------- 3.1* Amended and Restated Certificate of Incorporation of the Registrant dated September 26, 1997. 3.2* Bylaws of the Registrant. 3.3* Form of Amended and Restated Certificate of Incorporation of the Registrant. 3.4* Form of Amended and Restated Bylaws of the Registrant. 4.1* See Exhibits 3.3 and 3.4 for provisions of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Registrant defining rights of the holders of Common Stock of the Registrant. 4.2 Specimen Stock Certificate. __________ *Incorporated by reference to the exhibit of the same number contained in Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-46685) filed with the Securities and Exchange Commission on April 6, 1998. -2- 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, on May 18, 1998. SQL FINANCIALS INTERNATIONAL, INC. By: /s/ Stephen P. Jeffery -------------------------------------- Stephen P. Jeffery, President -3-