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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 25, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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NET.GENESIS CORP.
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(Exact name of registrant as specified in its charter)
Delaware 04-3236862
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(State of incorporation (I.R.S. employer
or organization) identification no.)
150 CambridgePark Drive
Cambridge, Massachusetts 02140
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(Address of principal (Zip code)
executive offices)
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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: 333-93335
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(if applicable)
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
None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 Par Value
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
We have provided the information required by Item 202 of Regulation S-K
under the heading "Description of Capital Stock" in our registration statement
on Form S-1 as filed with the Securities and Exchange Commission (the
"Registration Statement on Form S-1") (Registration No. 333-93335). We
incorporate that information by reference in this registration statement on Form
8-A.
ITEM 2. EXHIBITS.
We have filed the following documents as exhibits to our Registration
Statement on Form S-1. We incorporate these exhibits by reference in this
registration statement on Form 8-A from the indicated exhibits in our
registration statement on Form S-1.
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<CAPTION>
WE INCORPORATE THIS
DOCUMENT BY REFERENCE
EXHIBIT TO THE FOLLOWING
NO. EXHIBIT IN OUR FORM S-1
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<S> <C> <C>
1 Certificate of Incorporation of net.Genesis Corp. 3.1
2 Certificate of Amendment to Certificate of Incorporation of net.Genesis 3.2
Corp. dated December 21, 1999
3 Certificate of Amendment to Certificate of Incorporation of net.Genesis 3.6
Corp. dated February 2, 2000
4 Proposed form of Certificate of Amendment to Certificate of 3.7
Incorporation of net.Genesis Corp. (to become effective after the
effective date of the Registration Statement on Form S-1)
5 Proposed form of Amended and Restated Certificate of Incorporation of
net.Genesis Corp. (to become effective as of the closing of the
offering contemplated by the Registration Statement on Form S-1) 3.3
6 By-Laws of net.Genesis Corp. 3.4
7 Proposed form of Amended and Restated By-Laws of net.Genesis Corp.
(to become effective as of the closing of the offering
contemplated by the Registration Statement on Form S-1) 3.5
8 Specimen certificate for common stock of net.Genesis Corp. 4.1
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, net.Genesis Corp. has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
NET.GENESIS CORP.
Date: February 25, 2000 By: /s/ John Delea
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John Delea
Chief Financial Officer,
Vice President, Finance and Administration,
Treasurer and Secretary
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