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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
THE ULTIMATE SOFTWARE GROUP, INC.
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(Exact name of registrant as specified in its Charter)
Delaware 65-0694077
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
3111 Striling Road
Ft. Lauderdale, FL 33312
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(Address of principal (Zip Code)
executive offices)
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: 333-47881 (if applicable).
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so Name of each exchange on which
registered each class is to be registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value per share
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
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A complete description of the Common Stock, $0.01 par value per
share, of The Ultimate Software Group, Inc. (the "Registrant")
which is to be registered hereunder is contained under the caption
"Description of Capital Stock" in the Registration Statement on
Form S-1 (File No. 333-47881) filed by the Registrant with the
Securities and Exchange Commission (the "Registration Statement").
Such description is hereby incorporated by reference.
Item 2. Exhibits.
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The following exhibits are filed herewith (or incorporated by
reference as indicated below):
Exhibit
Number Description
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1 Certificate of Incorporation*
2 Bylaws*
3 Form of Certificate for the Common Stock, par value $.01 per share*
4 Shareholders Rights Agreement, dated June 6, 1997, among the Company
and certain stockholders named therein.*
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* Filed as an exhibit to the Company's Registration Statement on Form S-1,
Registration No. 333-47881, and incorporated herein by reference.
2
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SIGNATURE
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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.
THE ULTIMATE SOFTWARE GROUP, INC.
By: /s/ Scott Scherr
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Name: Scott Scherr
Title: Chairman of the Board of Directors,
President and Chief Executive Officer
Date: May 26, 1998
