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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SEQUOIA SOFTWARE CORPORATION
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(Exact name of registrant as specified in its charter)
Maryland 52-1956677
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
5457 Twin Knolls Road, Columbia, MD 21045
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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
None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 Par Value Per Share
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(Title of class)
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ITEM 1: DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the common stock of the Registrant, par value $0.001
per share, required hereby is incorporated by reference to the description of
the Registrant's Capital Stock set forth under the heading "Description of Our
Capital Stock" in the Registrant's Registration Statement on Form S-1 (SEC File
No.333-96421), as filed with the Commission on February 8, 2000, any amendments
to such Registration Statement filed subsequently thereto and any form of
prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as
amended.
ITEM 2: EXHIBITS
The Registrant incorporates herein by reference the following Exhibits to
the Registrant's Registration Statement on Form S-1 filed by the Registrant
under the Securities Act of 1933, as amended, on February 8, 2000 and any
amendments filed subsequently thereto:
Exhibit Number Description
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(1) Form of Articles of Amendment and
Restatement (to be effective immediately
after the closing of this offering)
incorporated herein by reference to Exhibit
3.1.3 to the Registrant's Registration
Statement on Form S-1 (SEC File No.
333-96421).
(2) Form of Second Amended and Restated By-laws
(to be effective immediately after the
closing of this offering) incorporated
herein by reference to Exhibit 3.2.2 to the
Registrant's Registration Statement on Form
S-1 (SEC File No. 333-96421).
(3) Specimen stock certificate for shares of
common stock, par value $0.001 per share, of
Registrant, incorporated herein by reference
to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-1 (SEC File
No. 333-96421).
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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.
SEQUOIA SOFTWARE CORPORATION
Date: May 9, 2000 By: /s/ Mark A. Wesker
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Mark A. Wesker, President
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Exhibit Index
Exhibit Number Description
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(1) Form of Articles of Amendment and
Restatement (to be effective immediately
after the closing of this offering)
incorporated herein by reference to Exhibit
3.1.3 to the Registrant's Registration
Statement on Form S-1 (SEC File No.
333-96421).
(2) Form of Second Amended and Restated By-laws
(to be effective immediately after the
closing of this offering) incorporated
herein by reference to Exhibit 3.2.2 to the
Registrant's Registration Statement on Form
S-1 (SEC File No. 333-96421).
(3) Specimen stock certificate for shares of
common stock, par value $0.001 per share, of
Registrant, incorporated herein by reference
to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-1 (SEC File
No. 333-96421).
