Page 1 of 2 FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12 (b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 TEL-INSTRUMENT ELECTRONICS CORP (Exact name of registrant as specified in its charter) New Jersey 33-18978 22-1441806 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 728 Garden St Carlstadt, New Jersey 07072 (201) 933-1600 (Address of principal (Registrant's telephone number, executive offices) including area code) 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: [X] 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 Common Stock, $.10 Par Value American Stock Exchange Securities to be registered pursuant to Section 12 (g) of the Act: None (Title of Class) Item 1. Description of Registrant's Securities to be registered Common Stock, $.10 Par Value The capital stock of Tel-Instrument Electronics Corp (the "company") to be registered on the American Stock Exchange is the Company's common stock with a par value of $.10 per share (the "Common Stock"). Holders of Common Stock are entitled to one vote per share Page 2 of 2 at all meetings of stockholders. The certificate of incorporation requires the vote of a majority of the shares present, at a duly convened meeting where a quorum is present, in order to act. A quorum is present if a majority of the outstanding shares is present. Dividends that may be declared on the Common Stock will be paid in an equal amount to the holder of each share. No pre-emptive rights are conferred upon the holders of such stock and there are no liquidation or conversion rights. Nor are there any redemption provisions and there is no liability to further calls or to assessments by the Company. Item 2. Exhibits 1. None SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Company has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. TEL-INSTRUMENT ELECTRONICS CORP Date: February 9, 2004 By /s/ Harold K. Fletcher ---------------------------- /s/ Harold K. Fletcher Chairman and President