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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 (g) of the
Securities Exchange Act of 1934
MemberWorks Incorporated
(Exact name of registrant as specified in its charter)
Delaware 06-1276882
(State of incorporation (IRS Employer
or organization) Identification No.)
680 Washington Blvd., Suite 1100, Stamford, CT 06901
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1),
please check the following box.
/ /
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1993
pursuant to General Instruction A.(c)(2), please check the following
box.
/ /
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, par value $.01
(Title of class)
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Item 1: Description of Registrant's Securities to be Registered.
The description under the heading "Description of Capital Stock"
relating to the Registrant's Common Stock, $.01 par value per share, in
the Prospectus included in the Registrant's Registration Statement on
Form S-1 filed with the Securities and Exchange Commission on (the
"Registration Statement on Form S-1") (File No. 333-10541 is
incorporated herein by reference.
Item 2: Exhibits.
The following exhibits are filed herewith (or incorporated by
reference as indicated below):
1. Restated Certificate of Incorporation of the Registrant,
incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1.
2. Amendment to Restated Certificate of Incorporation of the
Registrant, incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-1.
3. Restated Certificate of Incorporation of the Registrant (to
be filed with the Secretary of State of Delaware upon closing
of this offering), incorporated by reference to Exhibit 3.3
to the Company's Registration Statement on Form S-1.
4. Restated By-laws of the Registrant, incorporated by
reference to Exhibit 3.4 to the Company's Registration
Statement on Form S-1.
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.
MEMBERWORKS INCORPORATED
By: /s/ Gary A. Johnson
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Gary A. Johnson
President and
Chief Executive Officer
