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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 GRAY COMMUNICATIONS SYSTEMS, INC. --------------------------------- (Exact Name of Registrant as Specified in its Charter) Georgia 58-0285030 - ----------------------- ------------------- (State of Incorporation (I.R.S. Employer or Organization) Identification No.) 126 North Washington Street, Albany, Georgia 31701 -------------------------------------------------- (Address of principal executive offices) If this Form relates to the If this Form relates to the registration registration of a class of debt of a class of debt securities and is to securities and is effective upon become effective simultaneously with the filing pursuant to General effectiveness of a concurrent registration Instruction A(c)(1) please check statement under the Securities Act of 1933 the following box. / / pursuant to General Instruction A(c)(2) please check the following box. / / Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ Class B Common stock, no par value New York Stock Exchange per share Securities to be registered pursuant to Section 12(g) of the Act: None Page 1 of 3 Item 1. Description of Registrant's Securities to be Registered. The information set forth under the caption, "Description of Capital Stock" relating to Class B Common Stock, no par value per share, of Gray Communications Systems, Inc. (the "Company") in the Company's Registration Statement on Form S-1 (Registration No. 333-4340) (the "Registration Statement") filed with the Securities and Exchange Commission on May 2, 1996, and any amendment or report filed for the purpose of updating such description, is hereby incorporated herein by reference. Item 2. Exhibits: 1. Articles of Amendment to the Articles of Incorporation of Gray Communications Systems, Inc. relating to the Class A Common Stock and the Class B Common Stock (incorporated by reference to Exhibit 3.1.1 of the Registration Statement) Page 2 of 3 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. GRAY COMMUNICATIONS SYSTEMS, INC. Date: September 13, 1996 By /s/ William A. Fielder III ----------------------------------------------- William A. Fielder III Chief Financial Officer Page 3 of 3