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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
HealthDesk Corporation
(Exact name of registrant as specified in its charter)
California 94-3165144
(State of incorporation or organization) (I.R.S. Employer Identification No.)
2560 Ninth Street, Suite 220
Berkeley, California 94710
(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
Not Applicable Not Applicable
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 1933 pursuant
to General Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
(Title of class)
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Form 8-A
Item 1. Description of Registrant's Securities to be Registered
The information contained in "Description of Capital Stock" in the
Registrant's Registration Statement on Form SB-2, as amended (Commission File
No. 333-14519) filed with the Securities and Exchange Commission (the "Form
SB-2 Registration Statement") is hereby incorporated by reference.
Item 2. Exhibits
The following exhibits are filed as part of this Registration
Statement:
1. Amended and Restated Articles of Incorporation, incorporated by
reference to Exhibit 3.1 of the Registrant's Form SB-2 Registration
Statement.
2. Bylaws, incorporated by reference to Exhibit 3.2 to the
Registrant's Form SB-2 Registration Statement.
3. Registration Rights Agreement dated March 1993 by
and among the Registrant and the investors named
therein, incorporated by reference to Exhibit 10.3
to the Registrant's Form SB-2 Registration
Statement.
4. Form of Registration Rights Agreement between the
Registrant and purchasers of the Registrant's
Series A Preferred Stock, incorporated by reference
to Exhibit 10.4 to the Registrant's Form SB-2
Registration Statement.
5. Form of Warrant Agreement to be granted to
Whale Securities Co., L.P., incorporated
by reference to Exhibit 10.8 to the
Registrant's Form SB-2 Registration Statement.
6. Form of Bridge Financing Registration Rights
Agreement dated October 11, 1996, incorporated by
reference to Exhibit 10.9 to the Registrant's Form
SB-2 Registration Statement.
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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.
HealthDesk Corporation
Date: November 25, 1996
By: /s/ Timothy S. Yamauchi
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Timothy S. Yamauchi
Chief Financial Officer, Secretary
and Treasurer
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Form 8-A
EXHIBIT INDEX
Exhibit Sequentially
Number Exhibit Numbered Page
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1. Amended and Restated Articles of Incorporation,
incorporated by reference to Exhibit 3.1 of the
Registrant's Form SB-2 Registration Statement.
2. Bylaws, incorporated by reference to Exhibit 3.2 to
the Registrant's Form SB-2 Registration Statement.
3. Registration Rights Agreement dated March 1993 by
and among the Registrant and the investors named
therein, incorporated by reference to Exhibit 10.3
to the Registrant's Form SB-2 Registration
Statement.
4. Form of Registration Rights Agreement between the
Registrant and purchasers of the Registrant's
Series A Preferred Stock, incorporated by reference
to Exhibit 10.4 to the Registrant's Form SB-2
Registration Statement.
5. Form of Warrant Agreement to be granted
to Whale Securities Co., L.P., incorporated
by reference to Exhibit 10.8 to the
Registrant's Form SB-2 Registration Statement.
6. Form of Bridge Financing Registration Rights
Agreement dated October 11, 1996, incorporated by
reference to Exhibit 10.9 to the Registrant's Form
SB-2 Registration Statement.
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