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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
Mainspring, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 04-3314689
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(State of incorporation or (IRS Employer
organization) Identification No.)
One Main Street, Cambridge, MA 02142
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section 12(b) securities pursuant to Section 12
of the Exchange Act and is effective (g) of the Exchange Act and is
pursuant to General Instruction effective pursuant to General
A.(c), please check the following Instruction A.(d), please check the
box:[ ] following box:[X]
Securities Act registration statement file number to which this
form relates: 333-30168
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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
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None N/A
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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
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Information concerning the common stock, $.01 par value per share, of
Mainspring, Inc. ("Mainspring") is contained under the caption "Description of
Capital Stock" in Mainspring's Registration Statement on Form S-1 (File No.
333-30168), as filed with the Securities and Exchange Commission on February 11,
2000, as amended, pursuant to the Securities Act of 1933, as amended (the
"Registration Statement"), and such information is incorporated herein by
reference.
Item 2. Exhibits
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Exhibit No. Exhibit
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1. Fourth Amended and Restated Certificate of Incorporation of Mainspring
currently in effect (incorporated herein by reference to Exhibit 3.1
to the Registration Statement)
2. Form of Fifth Amended and Restated Certificate of Incorporation of
Mainspring to be filed with the Secretary of State of Delaware and
effective upon the effectiveness of the registration statement
(incorporated herein by reference to Exhibit 3.2 to the Registration
Statement)
3. By-Laws of Mainspring currently in effect (incorporated herein by
reference to Exhibit 3.3 to the Registration Statement)
4. Form of Amended and Restated By-laws of the Company to be effective
upon the effectiveness of the offering (incorporated herein by
reference to Exhibit 3.4 to the Registration Statement)
5. Form of Certificate of Amendment to Fourth Amended & Restated
Certificate of Incorporation of Mainspring (incorporated herein by
reference to Exhibit 3.5 to the Registration Statement)
6. Specimen certificate for shares of Mainspring's common stock
(incorporated herein by reference to Exhibit 4.1 to the Registration
Statement)
7. Series E Preferred Stock Purchase Agreement, dated November 18, 1999,
between the Company and the several Purchasers set forth on Schedule
1.1 thereto (incorporated herein by reference to Exhibit 10.11 to the
Registration Statement)
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SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, Mainspring has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
MAINSPRING, INC.
By: /s/ Mark A. Verdi
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Mark A. Verdi
Chief Financial Officer and
Senior Vice President, Finance and Operations
Date: July 24, 2000
