<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
AMENDMENT NO. 1 TO
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 (THE "EXCHANGE ACT")
EXE TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
------------------------------------------------------
DELAWARE 751719817
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
----------------------------------------- -------------------------------------
8787 STEMMONS FREEWAY, DALLAS, TEXAS 75247
(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 file number to which this form relates:
333-35106
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Exchange Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
----------------------------------------- -------------------------------------
Securities to be registered pursuant to Section 12(g) of the Exchange Act:
-------------------------
COMMON STOCK, $.01 PAR VALUE PER SHARE
1
<PAGE>
------------------------------ (Title of Class) -------------------------------
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the securities to be registered hereby as set
forth under caption "Description of Capital Stock" in (i) the prospectus
(subject to completion) dated April 19, 2000 and included in Part I of the
Registration Statement (Registration No. 333-35106) on Form S-1 (as amended,
the "Registration Statement") of the registrant filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of
1933, as amended, and (ii) the related final form of the prospectus to be
filed with the Commission pursuant to Rule 424(b) of the Securities Act, is
incorporated herein by reference.
ITEM 2. EXHIBITS
The following exhibits are filed as part of this registration
statement:
<TABLE>
<CAPTION>
Exhibit No. Exhibit Description
----------- -------------------
<S> <C>
3.1a* Amended and Restated Certification of Incorporation
of the Company
3.1b* Form of Second Amended and Restated Certification of
Incorporation of the Company
3.2a* By-Laws of the Company, as amended
3.2b+ Amended and Restated By-Laws of the Company
</TABLE>
* Previously filed with the Commission as an exhibit to the Registration
Statement and incorporated herein by reference pursuant to Rule 12b-32(a) of the
Exchange Act and Rule 102 of Regulation S-T.
+Previously filed with the Commission as an exhibit to Amendment No. 1 to the
Registration Statement and incorporated herein by reference pursuant to Rule
12b-32(a) of the Exchange Act and Rule 102 of Regulation S-T.
2
<PAGE>
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, thereto duly authorized.
EXE TECHNOLOGIES, INC.
Date: July 10, 2000 By: /s/ Michael A. Burstein
-------------------------------
Name: Michael A. Burstein
Title: Senior Vice President, Finance,
Chief Financial Officer and
Treasurer
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit Description
----------- -------------------
<S> <C>
3.1a* Amended and Restated Certification of Incorporation
of the Company
3.1b* Form of Second Amended and Restated Certification of
Incorporation of the Company
3.2a* By-Laws of the Company, as amended
3.2b+ Amended and Restated By-Laws of the Company
</TABLE>
* Previously filed with the Commission as an exhibit to the Registration
Statement and incorporated herein by reference pursuant to Rule 12b-32(a) of the
Exchange Act and Rule 102 of Regulation S-T.
+ Previously filed with the Commission as an exhibit to Amendment No. 1 to the
Registration Statement and incorporated herein by reference pursuant to Rule
12b-32(a) of the Exchange Act and Rule 102 of Regulation S-T.
4
