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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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BLUESTONE SOFTWARE, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 22-2964141
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
1000 Briggs Road
Mount Laurel, NJ 08054
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check the Instruction A.(d) please check the
following box. [ ] following box. [X]
Securities Act registration statement file number to which this form relates:
333-82213
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(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
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None N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The Common Stock, $0.001 par value per share of Bluestone Software,
Inc. (the "Registrant" or the "Company") is described under the Caption
"Description of Securities" in Registration Statement No. 333-82213 (the
"Registration Statement") on Form S-1 filed by the Registrant with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
The section entitled "Description of Securities" in the form of prospectus
included in the Registration Statement is incorporated herein by reference.
Item 2. EXHIBITS
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Exhibit No. Description
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1 Third Amended and Restated Certificate of
Incorporation of Bluestone, as amended -
incorporated by reference to Exhibit 3.1 to the
Registration Statement.
2 Bylaws of Bluestone - incorporated by reference to
Exhibit 3.2 to the Registration Statement.
3* Form of Fourth Amended and Restated Certificate of
Incorporation of Bluestone - incorporated by
reference to Exhibit 3.3 to the Registration
Statement.
4* Form of Amended and Restated Bylaws of Bluestone -
incorporated by reference to Exhibit 3.4 to the
Registration Statement.
5* Specimen Stock Certificate of Bluestone -
incorporated by reference to Exhibit 4.1 to the
Registration Statement.
6 Second Restated First Refusal and Co-Sale
Agreement, dated as of May 25, 1999, between
Bluestone and the investors and stockholders
listed therein - incorporated by reference to
Exhibit 10.34 to the Registration Statement.
7 Second Restated Investors' Rights Agreement, dated
as of May 25, 1999, between Bluestone and the
investors and stockholders listed therein, as
amended by the First Amendment dated as of
June 16, 1999 - incorporated by reference to
Exhibit 10.35 to the Registration Statement.
8 Restated Voting Agreement, dated as of April 23,
1998, between Bluestone and the investors and
founders listed therein, as amended by the First
Amendment dated as of June 16, 1999 incorporated
by reference to Exhibit 10.36 to the Registration
Statement.
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* To be filed by amendment.
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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.
BLUESTONE SOFTWARE, INC.
Date: July 7, 1999 By: /s/ S. Craig Huke
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S. Craig Huke
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description
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1 Third Amended and Restated Certificate of
Incorporation of Bluestone, as amended -
incorporated by reference to Exhibit 3.1 to the
Registration Statement.
2 Bylaws of Bluestone - incorporated by reference to
Exhibit 3.2 to the Registration Statement.
3* Form of Fourth Amended and Restated Certificate of
Incorporation of Bluestone - incorporated by
reference to Exhibit 3.3 to the Registration
Statement.
4* Form of Amended and Restated Bylaws of Bluestone -
incorporated by reference to Exhibit 3.4 to the
Registration Statement.
5* Specimen Stock Certificate of Bluestone -
incorporated by reference to Exhibit 4.1 to the
Registration Statement.
6 Second Restated First Refusal and Co-Sale
Agreement, dated as of May 25, 1999, between
Bluestone and the investors and stockholders
listed therein - incorporated by reference to
Exhibit 10.34 to the Registration Statement.
7 Second Restated Investors' Rights Agreement, dated
as of May 25, 1999, between Bluestone and the
investors and stockholders listed therein, as
amended by the First Amendment dated as of
June 16, 1999 incorporated by reference to
Exhibit 10.35 to the Registration Statement.
8 Restated Voting Agreement, dated as of April 23,
1998, between Bluestone and the investors and
founders listed therein, as amended by the First
Amendment dated as of June 16, 1999 - incorporated
by reference to Exhibit 10.36 to the Registration
Statement.
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* To be filed by amendment.
