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 NETWORK-1 SECURITY SOLUTIONS, INC. (Exact name of registrant as specified in its charter) DELAWARE 11-3027591 (State of incorporation or organization) (I.R.S Employer Indetification No.) 70 Walnut Street Wellesley Hills, Massachusetts 02481 (Address of Principal Executive Offices) (Zip Code) If this Form relates to the registration of a class of securities 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. [ ] Securities Act registration statement file number to which this form relates: 333-596l7 Securities to be registered pursuant to section 12(b) of the Act: Title of each class Name of each exchange on which to be registered each class is to be registered ---------------- ------------------------------ None None Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share -------------------------------------- (Title of class) Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED The securities to be registered hereunder are common stock, par value $.01 per share (the "Common Stock") of Network-1 Security Solutions, Inc. (the "Registrant"). A description of the Common Stock is set forth under the caption "Description of Securities" contained in the prospectus forming a part of the Registrant's Registration Statement on Form SB-2, as amended (the "Registration Statement") (File No. 333-59617) initially filed with the Securities and Exchange Commission on July 22, 1998. Such description, and as it may be subsequently amended, is incorporated herein by reference. Item 2. EXHIBITS The following exhibits are filed as a part of this Registration Statement: Exhibit No. Description ----------- ----------- 1 Certificate of Incorporation of the Registrant, as amended, incorporated herein by reference to Exhibit 3.1 to the Registration Statement. 2 By-laws of the Registrant, as amended, incorporated herein by reference to Exhibit 3.2 to the Registration Statement. 3 Form of Common Stock Certificate evidencing shares of the Registrant's Common Stock, incorporated herein by reference to Exhibit 4.1 to the Registration Statement. 4 Registrant's Stock Option Plan, as amended, incorporated herein by reference to Exhibit 4.2 to the Registration Statement. 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. NETWORK-1 SECURITY SOLUTIONS, INC. Date: October 6, 1998 By: /s/ Avi A. Fogel ---------------------------------------- Avi A. Fogel President and Chief Executive Officer INDEX TO EXHIBITS Exhibit No. Description ----------- ----------- 1 Certificate of Incorporation of the Registrant, as amended, incorporated herein by reference to Exhibit 3.1 to the Registration Statement. 2 By-laws of the Registrant, as amended, incorporated herein by reference to Exhibit 3.2 to the Registration Statement. 3 Form of Common Stock Certificate evidencing shares of the Registrant's Common Stock, incorporated herein by reference to Exhibit 4.1 to the Registration Statement. 4 Registrant's Stock Option Plan, as amended, incorporated herein by reference to Exhibit 4.2 to the Registration Statement.