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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
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(Exact name of registrant as specified in its charter)
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<S> <C>
California 94-3165144
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(State of incorporation or organization) (IRS Employer Identification Number)
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2560 Ninth Street, Suite 220
Berkeley, California 94710
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(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:
Redeemable Warrants,
each to purchase one share of
Common Stock
(Title of class)
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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. Form of Warrant Agreement, incorporated as Exhibit 4.2 to the
Registrant's Form SB-2 Registration Statement.
4. 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.
5. 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.
6. Form of Warrant Agreement to be granted to the Underwriter,
incorporated by reference to Exhibit 10.8 to the Registrant's Form
SB-2 Registration Statement.
7. 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, thereunto duly authorized.
HealthDesk Corporation
Date: January 15, 1997 By: /s/ Timothy S. Yamauchi
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Timothy S. Yamauchi
Chief Financial Officer, Secretary and
Treasurer
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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. Form of Warrant Agreement, incorporated as
Exhibit 4.2 to the Registrant's Form SB-2
Registration Statement.
4. 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.
5. 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.
6. Form of Warrant Agreement to be granted to the
Underwriter, incorporated by reference to
Exhibit 10.8 to the Registrant's Form SB-2
Registration Statement.
7. 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.
