Form 8-A

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

 

SOFTECH, INC.

(Exact name of registrant as specified in its charter)


 

Massachusetts

 

04-2453033

(State of incorporation
or organization)

 

(IRS Employer
Identification No.)

 

59 Lowes Way, Suite 401, Lowell, MA

 

01851

(Address of principal executive offices)

 

(Zip Code)

 

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


Title of each class
to be so registered

 

Name of each exchange on which
each class is to be registered

Not Applicable

 

Not Applicable


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: 333-174818


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


Common Stock, par value $.10 per share

(Title of Class)

 

 



Item 1.

Description of Registrant’s Securities to be Registered.


The description under the heading “Description of Capital Stock” relating to the Registrant’s Common Stock, par value $.10 per share, in the prospectus included in the Registrant’s Registration Statement on Form S-1 (File No. 333-174818), as amended (the “Registration Statement”), filed under the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) is incorporated herein by reference. Any form of prospectus subsequently filed by the Registrant with the Commission pursuant to Rule 424(b) under the Securities Act that constitutes part of the Registration Statement shall be deemed to be incorporated herein by reference.


Item 2.

Exhibits.


Exhibit No.

Description of Document

3.1

Articles of Organization, as amended through October 12, 1988 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 29, 2008, filed on April 14, 2008).

 

 

3.1.1

Articles of Amendment to Articles of Organization, dated April 15, 2011 (incorporated by reference to Exhibit 3.1.1 to the Company’s Registration Statement on Form S-1, filed on June 9, 2011).

 

 

3.1.2

Articles of Amendment to Articles of Organization, effective June 7, 2011  (incorporated by reference to Exhibit 3.1.2 to the Company’s Registration Statement on Form S-1, filed on June 9, 2011).

 

 

3.2

By-laws (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 29, 2008, filed on April 14, 2008).

 



 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.



 

SOFTECH, INC.

 

 

Date: December 23, 2011

By:

/s/ Joseph P. Mullaney

 

 

 

Joseph P. Mullaney

 

 

President and Chief Executive Officer

 



 

Exhibit Index.



Exhibit No.

Description of Document

3.1

Articles of Organization, as amended through October 12, 1988 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 29, 2008, filed on April 14, 2008).

 

 

3.1.1

Articles of Amendment to Articles of Organization, dated April 15, 2011 (incorporated by reference to Exhibit 3.1.1 to the Company’s Registration Statement on Form S-1, filed on June 9, 2011).

 

 

3.1.2

Articles of Amendment to Articles of Organization, effective June 7, 2011  (incorporated by reference to Exhibit 3.1.2 to the Company’s Registration Statement on Form S-1, filed on June 9, 2011).

 

 

3.2

By-laws (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 29, 2008, filed on April 14, 2008).