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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
Evoke Communications, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 84-1407805
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(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
1157 Century Drive, Louisville, Colorado 80027
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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 securities registration of a class of securities
pursuant to Section 12(b) of the Exchange pursuant to Section 12(g) of the
Act and is effective pursuant to General Exchange Act and is effective
Instruction A.(c), please check the pursuant to General Instruction A.(d),
following box. [_] please check the following box. [X]
Securities Act registration statement file number to which this form
relates:
333-30708
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Names of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Not Applicable.
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.0015 per share
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(Title of Class)
1.
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Item 1. Description of Registrant's Securities to be Registered.
A description of the Common Stock to be registered hereunder is contained
in the section entitled "Description of Capital Stock," of the Registrant's
Registration Statement on Form S-1, as amended (Registration No. 333-30708) (the
"Registration Statement"), initially filed with the Securities and Exchange
Commission on February 18, 2000 and is incorporated herein by reference.
Item 2. Exhibits.
Each of the following exhibits to this registration statement has been
filed as an exhibit to the Registration Statement (as defined above) and is
incorporated herein by reference:
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Exhibit
Number Description
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3.1 Restated Certificate of Incorporation of the
Registrant, as amended, as filed with the
Secretary of State of the State of Delaware.
3.2 Form of Restated Certificate of Incorporation,
to be effective upon the closing of this
offering.
3.3 Bylaws of the Registrant
3.4 Form of Amended and Restated Bylaws to be
effective upon the closing of this offering.
3.5 Amendment to Restated Certificate of
Incorporation, as filed with the Secretary of
State of the State of Delaware.
3.6 Certificate of Amendment to Restated
Certificate of Incorporation, as amended, as
filed with the Secretary of State of the State
of Delaware.
4.2 Specimen stock certificate representing shares
of common stock of the Registrant.
5.1 Opinion of Cooley Godward LLP regarding the
legality of the securities being registered.
10.3 Amended and Restated Stockholders' Rights
Agreement, dated March 29, 1999.
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2.
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10.4 Amended and Restated Investors' Agreement,
dated November 17, 1999.
10.5 First Amendment to Amended and Restated
Investors' Agreement, dated as of December 15,
1999.
10.20 Shareholders Agreement, dated June 9, 2000.
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3.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Evoke Communications, Inc.
(Registrant)
Date: July 17, 2000 By: /s/ Stephanie A. Anagnostou
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Stephanie A. Anagnostou
Senior Vice President and
General Counsel
4.
