<PAGE> 1
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
MICROMUSE INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 94-3288385
(STATE OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
139 Townsend Street
San Francisco, California 94107
(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), please check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
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 333-42177
FILE NUMBER TO WHICH THIS FORM RELATES:
(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, $.01 PAR VALUE
(TITLE OF CLASS)
<PAGE> 2
ITEM 1. Description of Registrant's Securities to be Registered.
Incorporated herein by reference to the Description of Capital
Stock section of the Company's Registration Statement on Form S-1
(File No. 333-42177).
ITEM 2 Exhibits.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
1.1 Specimen of Common Stock Certificate --
incorporated herein by reference to Exhibit 4.2 to
the Company's Registration Statement on Form S-1
(File No. 333-42177).
2.1 Certificate of Incorporation of Registrant --
incorporated herein by reference to Exhibit 3.1 to
the Company's Registration Statement on Form S-1
(File No. 333-42177).
2.2 Form of Restated Certificate of Incorporation of
Registration to be filed upon the closing of the
Registrant's initial public offering --
incorporated herein by reference to Exhibit 3.2 to
the Company's Registration Statement on Form S-1
(File No. 333-42177).
2.3 Bylaws of Registrant -- incorporated herein by
reference to Exhibit 3.3 to the Company's
Registration Statement on Form S-1
(File No. 333-42177).
2.4 Form of Amended and Restated Bylaws of Registrant
to be effective upon the closing of the
Registrant's initial public offering --
incorporated herein by reference to Exhibit 3.4 to
the Company's Registration Statement on Form S-1
(File No. 333-42177).
</TABLE>
2
<PAGE> 3
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.
MICROMUSE INC.
Date: February 12, 1998 By: /s/ Christopher J. Dawes
------------------------------- -------------------------------------
Christopher J. Dawes,
President and Chief Executive Officer
3
