1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------------------------------------------- FORM 8-A/A-1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 C3, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) North Carolina 56-0308470 - ---------------------------------------- ------------------- (State of incorporation or organization) (I.R.S. Employer Identification No.) 3800 Gateway Boulevard, Suite 310, Morrisville, North Carolina 27560 - -------------------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None 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) of the Exchange Act 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: 333-36809 SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common Stock, No Par Value -------------------------- (Title of class) Warrants ---------------- (Title of class) 2 Item 1. Description of Registrant's Securities to be Registered. The information required by Item 1 is incorporated herein by reference to the cover page of the Prospectus (the "Prospectus") included in the Registrant's Registration Statement on Form S-1 initially filed with the Commission on September 30, 1997, as amended (File No. 333-36809) (the "Registration Statement"), and the information contained under the headings "Description of Capital Stock" and "Underwriting" of the Prospectus. Item 2. Exhibits The following exhibits are filed as a part of this registration statement: 3.1* Amended and Restated Articles of Incorporation of C3, Inc. 3.2* Amended and Restated Bylaws of C3, Inc. 4.1* Specimen Certificate of Common Stock 4.2* Form of Representative's Warrant * Incorporated by reference to the exhibits of the same number to the Registration Statement. 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Date: November 12, 1997 C3, INC. By: /s/ Jeff N. Hunter ---------------------- Jeff N. Hunter President