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FORM 8-A/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
HEALTHEON CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 94-3236644
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
4600 PATRICK HENRY DRIVE
SANTA CLARA, CA 95054
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(Address of principal executive offices) (Zip Code)
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
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None 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:
333-60427
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.0001 PAR VALUE
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(Title of class)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Incorporated by reference to the section entitled "Description of
Capital Stock -- Common Stock" contained in Registrant's Registration
Statement on Form S-1 filed on July 31, 1998 (file no. 333-60427) (the
"S-1 Registration Statement"), as amended by Amendment No. 1 to the
S-1 Registration Statement, filed on September 9, 1998, as amended by
Amendment No. 2 to the S-1 Registration Statement, filed on September
15, 1998, as amended by Amendment No. 3 to the S-1 Registration
Statement, filed on September 29, 1998 and as amended by Amendment
No. 4 to the S-1 Registration Statement, filed on October 16, 1998.
Item 2. EXHIBITS
The following exhibits are filed as a part of this registration
statement:
3.1* Amended and Restated Certificate of Incorporation of
Registrant.
3.2* Amended and Restated Certificate of Incorporation of
Registrant to be effective upon the closing of the initial
public offering of Common Stock of the Company pursuant to
the S-1 Registration Statement.
3.3* Bylaws of Registrant.
3.4* Form of Bylaws of Registrant, to be effective upon the
closing of the initial public offering of Common Stock of
the Company pursuant to the S-1 Registration Statement.
4.1** Specimen Common Stock certificate.
10.10* Amended and Restated Investors' Rights Agreement dated as
of May 19, 1998 among the Registrant and certain of the
Registrant's Securityholders.
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* Incorporated by reference to the Exhibit of the same number to the S-1
Registration Statement of Registrant, File No. 333-60427, filed with the
Securities and Exchange Commission on July 31, 1998.
** Incorporated by reference to the Exhibit of the same number to the
Amendment No. 4 to the S-1 Registration Statement of Registrant, File No.
333-60427, filed with the Securities and Exchange Commission on October 16,
1998.
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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.
Date: October 19, 1998 HEALTHEON CORPORATION
By: /s/ Jack Dennison
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Jack Dennison
General Counsel and Assistant Secretary
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FORM 8-A/A
HEALTHEON CORPORATION
INDEX TO EXHIBITS
Exhibits No.
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The following exhibits are filed as a part of this registration
statement:
3.1* Amended and Restated Certificate of Incorporation of
Registrant.
3.2* Amended and Restated Certificate of Incorporation of
Registrant to be effective upon the closing of the
initial public offering of Common Stock of the Company
pursuant to the S-1 Registration Statement.
3.3* Bylaws of Registrant.
3.4* Form of Bylaws of Registrant, to be effective upon the
closing of the initial public offering of Common Stock
of the Company pursuant to the S-1 Registration
Statement.
4.1** Specimen Common Stock certificate.
10.10* Amended and Restated Investors' Rights Agreement dated
as of May 19, 1998 among the Registrant and certain
of the Registrant's Securityholders.
______________________
* Incorporated by reference to the Exhibit of the same number to the S-1
Registration Statement of Registrant, File No. 333-60427, filed with the
Securities and Exchange Commission on July 31, 1998.
** Incorporated by reference to the Exhibit of the same number to the
Amendment No. 4 to the S-1 Registration Statement of Registrant, File No.
333-60427, filed with the Securities and Exchange Commission on October 16,
1998.
