UNITED STATES
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
IntraLinks, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-3899047
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1372 Broadway, Floor 12A 10018
New York, New York
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box.
If this form relates to the registration of a class of securities pursuant
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. X
Securities Act registration statement file number to which this form relates:
333-32600 (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
Not Applicable Not Applicable
----------------------- -----------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
--------------------------------------------------------------------------------
(Title of Class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants Securities to be Registered.
Incorporated herein by reference is the description of Common Stock set
forth under the heading Description of Capital Stock contained in the
Registrants Registration Statement on Form S-1 (Registration No. 333-32600)
under the Securities Act of 1933, as amended.
Item 2. Exhibits.
EXHIBIT NUMBER DESCRIPTION
3.1 Amended and Restated
Certificate of Incorporation
of the Registrant,
(incorporated by reference to
Exhibit 3.3 to the
Registrants Registration
Statement on Form S-1
(Registration No. 333-32600)
3.2 Amended and Restated Bylaws of
the Registrant (incorporated
by reference to Exhibit 3.4 to
the Registrants Registration
Statement on Form S-1
(Registration No. 333-32600)
4.1 Form of Common Stock
Certificate (incorporated by
reference to Exhibit 4.1 to
the Registrants Registration
Statement on Form S-1
(Registration No. 333-32600)
10.4 Registration Rights Agreement
by and among Registrant and
certain shareholders dated as
of December 18, 1997, 2000
(incorporated by reference to
Exhibit 10.2 to the
Registrants Registration
Statement on Form S-1
(Registration No. 333-32600)
10.5 Second Amendment to
Registration Rights Agreement
by and among Registrant and
certain shareholders dated as
of October 9, 1998
(incorporated by reference to
Exhibit 10.3 to the
Registrants Registration
Statement on Form S-1
(Registration No. 333-32600)
10.5 Third Amended and Restated
Registration Rights Agreement
by and among Registrant and
certain shareholders dated as
of January 24, 2000
(incorporated by reference to
Exhibit 10.4 to the
Registrants Registration
Statement on Form S-1
(Registration No. 333-32600)
10.6 Amended and Restated
Shareholders Agreement by and
among Registrant and its
shareholders dated as of
January 24, 2000 (incorporated
by reference to Exhibit 10.5
to the Registrants
Registration Statement on Form
S-1 (Registration No.
333-32600)
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.
Date: July 10, 2000 INTRALINKS, INC.
(Registrant)
By:/s/ William D. Frishberg
---------------------------
Name: William D. Frishberg
Title: General Counsel
<PAGE>
Heller, Ehrman, White & McAuliffe
711 Fifth Avenue
New York, NY 10022
July 13, 2000
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attention Filing Desk
Re: IntraLinks, Inc. (the "Company") Registration Statement on Form 8-A
- Common Stock
Dear Ladies and Gentlemen:
On behalf of the Company, we hereby transmit for filing pursuant to the
Securities Exchange Act of 1934 (the Exchange Act), the Companys Registration
Statement on Form 8-A for the registration of the Companys Common Stock under
Section 12(g) of the Exchange Act. This filing is being made in connection with
the proposed underwritten offering of the Companys Common Stock under the
Securities Act of 1933, as amended, as described in the Registration Statement
on Form S-1 (333-32600). We request acceleration of effectiveness of the
Registration Statement on Form 8-A concurrently with effectiveness of the
Registration Statement on Form S-1.
If you have any questions or need further information with respect to
the foregoing, please call the undersigned at (212) 832-8300.
Sincerely,
/s/ Robert G. Hanski
