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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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ARIS CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
WASHINGTON 91-1497147
(State of incorporation or organization) (I.R.S. Employer Identification No.)
2229 - 112TH AVENUE N.E., BELLEVUE, WASHINGTON 98004-2936
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of If this Form relates to the registration of a class of
debt securities and is effective upon filing pursuant debt securities and is to become effective
to General Instruction A(c)(1) please check the simultaneously with the effectiveness of a concurrent
following box. registration statement under the Securities Act of 1933
pursuant to General Instruction A(c)(2) please check the
following box.
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
to be so Registered Each Class is to be Registered
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None. None.
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
761,656 REDEEMABLE WARRANTS TO PURCHASE COMMON STOCK
(Title of Class)
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Exhibit Index on Page 3
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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The 761,656 Redeemable Warrants to Purchase Common Stock (each, an "ARIS
Warrant") of ARIS Corporation, a Washington corporation ("ARIS") were issued in
connection with the merger (the "Merger") of InTime Systems International, Inc.
("InTime") in exchange for 2.5 million warrants (the "InTime Warrants") to
purchase shares of InTime common stock. Each holder of InTime Warrants received
an ARIS Warrant to purchase 0.3046624 shares of ARIS' common stock, without par
value (the "ARIS Stock") in exchange for each InTime Warrant owned by them. The
exercise price of the ARIS Warrants is $22.98 per share. Unless sooner exercised
or redeemed, the ARIS Warrants expire by their terms on February 16, 2000.
Upon notice, ARIS may redeem the ARIS Warrants by paying the holder thereof
$0.16 per share, provided the price of ARIS Stock receivable upon exercise of
such ARIS Warrants exceeds $32.14, subject to certain adjustments, for a period
of thirty (30) consecutive business days. The number of shares of ARIS Stock to
be received upon exercise of an ARIS Warrant will be adjusted upon certain sales
of ARIS securities or the occurrence of certain capital reorganization events.
ITEM 2. EXHIBITS
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The following Exhibit is filed as part of this Registration Statement:
1. Form of Warrant Agreement (Incorporated by reference to Exhibit 4.3 of
ARIS' Registration Statement on Form S-4 (Registration No. 333-51859) filed with
the Securities and Exchange Commission on May 5, 1998, as amended by Amendment
No. 1 and Amendment No. 2 thereto).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
ARIS CORPORATION
DATE: June 30,1998 By: /s/ Paul Y. Song
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Paul Y. Song
President and Chief Executive Officer
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Exhibit Index on Page 3
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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1 Form of Warrant Agreement (Incorporated by reference
to Exhibit 4.3 of (Incorporated by reference to
Exhibit 4.3 of ARIS' Registration Statement on Form
S-4 (Registration No. 333-51859) filed with the
Securities and Exchange Commission on May 5, 1998, as
amended by Amendment No. 1 and Amendment No. 2
thereto.)
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Exhibit Index on Page 3
