<PAGE>
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
INFORMATION ADVANTAGE, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 41-1718445
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(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. Employer
Identification Number)
7905 Golden Triangle Drive Suite 190
Eden Prairie, Minnesota 55344-7227
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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 registration of a class of debt
of debt securities and is securities and is to become
effective upon filing effective simultaneously with
pursuant to General the effectiveness of a concurrent
Instruction A(c)(1) please registration statement under the
check the following box. Securities Act of 1933 pursuant
to General Instruction A(c)(2)
/ / please check the following box.
/ /
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, $0.01 PAR VALUE
- -------------------------------------------------------------------------------
(TITLE OF CLASS)
<PAGE>
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. 333-37707).
ITEM 2. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
------- -----------
1.1 Specimen of Common Stock certificate
2.1 Certificate of Incorporation of Registrant, as amended
to date - incorporated herein by reference to Exhibit
3.1 to the Company's Registration Statement on Form S-1
(File No. 333-37707).
2.2 Form of Restated Certificate of Incorporation of
Registrant 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.
333-37707).
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. 333-37707).
2.4 Form of Bylaws of Registrant to be filed 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.
333-37707).
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2
<PAGE>
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.
INFORMATION ADVANTAGE, INC.
Date: November 6, 1997 By: /s/ Donald W. Anderson
------------------------ ----------------------------
Donald W. Anderson
Chief Financial Officer
<PAGE>
EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
1.1 Specimen of Common Stock certificate
2.1 Certificate of Incorporation of Registrant, as amended
to date - incorporated herein by reference to Exhibit
3.1 to the Company's Registration Statement on Form S-1
(File No. 333-37707).
2.2 Form of Restated Certificate of Incorporation of
Registrant 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.
333-37707).
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. 333-37707).
2.4 Form of Bylaws of Registrant to be filed 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.
333-37707).
- -----------------------------
<PAGE>
COMMON STOCK COMMON STOCK
NUMBER SHARES
[LOGO]
INFORMATION ADVANTAGE
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
SEE REVERSE FOR CERTAIN DEFINITIONS
AND A STATEMENT AS TO THE RIGHTS,
PREFERENCES, PRIVILEGES AND
RESTRICTIONS ON SHARES
CUSIP 45669P 10 1
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK,
$.01 PAR VALUE PER SHARE, OF
INFORMATION ADVANTAGE, INC.
transferable on the books of the Corporation by the holder hereof in person
or by duly authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate is not valid until countersigned by the Transfer
Agent and registered by the Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
[SEAL]
/s/ Donald W. Anderson /s/ Larry J. Ford
VICE PRESIDENT AND CHIEF PRESIDENT AND CHIEF
FINANCIAL OFFICER EXECUTIVE OFFICER
COUNTERSIGNED AND REGISTERED:
NORWEST BANK MINNESOTA, N.A.
TRANSFER AGENT AND REGISTRAR
BY /s/ L M Kaufman
AUTHORIZED SIGNATURE
<PAGE>
A statement of the powers, designations, preferences and relative,
participating optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights as established, from time to time, by the
Certificate of Incorporation of the Corporation and by any certificate of
determination, the number of shares constituting each class and series, and
the designations thereof, may be obtained by the holder hereof, upon request
and without charge from the Secretary of the Corporation at the principal
office of the Corporation.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- _____________________Custodian_______________________
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act__________________________________________________
in common (State)
COMM PROP -- as community property UNIF TRF MIN ACT -- _______________________Custodian (until age ________)
(Cust)
____________________under Uniform Transfers
(Minor)
to Minors Act ______________________________________
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED,________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ---------------------------------------
- ---------------------------------------
_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
_______________________________________________________________________________
_______________________________________________________________________________
________________________________________________________________________Shares
of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
_____________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated _____________________________
X _______________________________________
X _______________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.
Signature(s) Guaranteed
By _____________________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM).
PURSUANT TO S.E.C. RULE 17Ad-15.
AMERICAN BANK NOTE COMPANY NOV 21, 1997 fm
3804 ATLANTA AVENUE
SUITE 12
LONG BEACH, CA 90607 053864bk
(502) 989-2335
(FAX) (502) 425-7450 Proof [illegible] NEW
