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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
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 (I.R.S. Employer
or organization) 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 upon filing
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 : 333-70553
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 January 14, 1999 (File No.
333-10553) (the "S-1 Registration Statement"), as amended by
Amendment No.1 to the S-1 Registration Statement, filed on February
4, 1999.
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* Form of Amended and Restated Certificate of Incorporation
of Registrant to be filed immediately following 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* Form of Registrant's 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 security holders.
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* Incorporated by reference to the Exhibit of the same number to the S-1
Registration Statement of Registrant, File No. 333-70553, filed with the
Securities and Exchange Commission on January 14, 1999.
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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: February 8, 1999 HEALTHEON CORPORATION
By: /s/ Jack Dennison
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Jack Dennison,
Vice President, General Counsel and
Assistant Secretary
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FORM 8-A
HEALTHEON CORPORATION
INDEX TO EXHIBITS
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EXHIBIT NO.
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3.1* Amended and Restated Certificate of Incorporation of
Registrant.
3.2* Form of Amended and Restated Certificate of Incorporation of
Registrant to be filed immediately following 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* Form of Registrant's 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. 333-70553, filed with the
Securities and Exchange Commission on January 14, 1999.
