As filed with the Securities and Exchange Commission on January 15, 1999
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
Allaire Corporation
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(Exact name of registrant as specified in its charter)
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<S> <C>
Delaware 41-1830792
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(State of incorporation or organization) (I.R.S. employer identification no.)
One Alewife Center
Cambridge, Massachusetts 02140
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(Address of principal executive offices) (Zip code)
If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section class of securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General Instruction effective pursuant to General Instruction
A.(c), check the following box. [ ] A.(d), check the following box. [X]
Securities Act registration statement file number to which this form relates: 333-68639
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(if applicable)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to be registered
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None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
The information required by Item 202 of Regulation S-K is provided under
the heading "Description of Capital Stock" in the Registrant's Registration
Statement on Form S-1, Registration No. 333-68639, as initially filed with the
Securities and Exchange Commission on December 9, 1998, as amended on December
31, 1998 and as the same may be subsequently amended (the "Registration
Statement on Form S-1"). Such part of the Registration Statement on Form S-1 is
hereby incorporated by reference and made a part hereof.
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Item 2. Exhibits.
The following Exhibits filed by the Registrant as part of its
Registration Statement on Form S-1 are hereby incorporated by reference and made
a part hereof:
1. Certificate of Incorporation of the Registrant (filed as
Exhibit 3.1 to the Registrant's Registration Statement on Form
S-1, File No. 333-68639, and incorporated herein by
reference).
2. Form of Certificate of Amendment of Certificate of
Incorporation of the Registrant (to become effective prior to
the effectiveness of the Registration Statement on Form S-1)
(filed as Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1, File No. 333-68639, and incorporated
herein by reference).
3. Form of Amended and Restated Certificate of Incorporation of
the Registrant (to become effective after the effectiveness of
the Registration Statement on Form S-1) (filed as Exhibit 3.3
to the Registrant's Registration Statement on Form S-1, File
No. 333-68639, and incorporated herein by reference).
4. By-Laws of the Registrant (filed as Exhibit 3.4 to the
Registrant's Registration Statement on Form S-1, File No.
333-68639), and incorporated herein by reference).
5. Form of Amended and Restated By-Laws of the Registrant (to
become effective after the effectiveness of the Registration
Statement on Form S-1) (filed as Exhibit 3.5 to the
Registrant's Registration Statement on Form S-1, File No.
333-68639, and incorporated herein by reference).
6. Specimen stock certificate for the Common Stock of the
Registrant (to be filed as Exhibit 4.1 to the Registrant's
Registration Statement on Form S-1, File No. 333-68639, and
incorporated herein by reference).
7. Amended and Restated Registration Rights Agreement dated May
15, 1997 (filed as Exhibit 10.17 to the Registrant's
Registration Statement on Form S-1, File No. 333-68639, and
incorporated herein by reference).
8. Waiver and Amendment No. 1 to Amended and Restated Registration
Rights Agreement, dated December 7, 1998 (filed as Exhibit 10.18 to
the Registrant's Registration Statement on Form S-1, File
No. 333-68639, and incorporated herein by reference).
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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.
Allaire Corporation
Date: January 15, 1999 By: /s/ Stephen G. Cromwell
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Its: Controller
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