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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
VENTRO CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C>
DELAWARE 77-0465469
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
1500 Plymouth Street
Mountain View, California 94043
(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
securities pursuant to Section 12(b) of the Exchange securities pursuant to Section 12(g) of the Exchange Act
Act and is effective pursuant to General Instruction and is effective pursuant to General Instruction A.(d),
A.(c), please check the following box. [ ] please check the following box. [X]
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Securities Act registration statement file number to which this form relates:
333-31774
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
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(Title of Class)
Convertible Subordinated Notes Due 2007
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Item 1: Description of Registrant's Securities to be Registered
The description under the heading "Description of Notes" relating to the
6% Convertible Subordinated Notes due 2007 (the "Notes") of Ventro Corporation
(the "Registrant"), in the Prospectus included in the Registrant's Registration
Statement on Form S-1 (Registration No. 333-31774) (the "Registration Statement
on Form S-1") filed with the Securities and Exchange Commission on March 28,
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2000, as amended, is incorporated herein by reference.
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Item 2: Exhibits
The following exhibits have been filed with the Securities and Exchange
Commission:
3.1 Amended and Restated Certificate of Incorporation of the Registrant,
incorporated by reference to Exhibit 3.1 of the Registration Statement
on Form S-1.
3.2 Amended and Restated By-laws of the Registrant, incorporated by
reference to Exhibit 3.2 of the Registration Statement on Form S-1.
4.4 Form of Indenture between the Registrant and State Street Bank and
Trust Company of California, N.A., as Trustee, incorporated by
reference to Exhibit 4.4 of the Registration Statement on Form S-1.
4.5 Form of Note (included in Exhibit 4.4), incorporated by reference to
Exhibit 4.5 of the Registration Statement on Form S-1.
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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.
Ventro Corporation
By: /s/ David A. Perry
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President and Chief
Executive Officer
Date:March 29, 2000
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INDEX TO EXHIBITS
3.1 Amended and Restated Certificate of Incorporation of the Registrant,
incorporated by reference to Exhibit 3.1 of the Registration Statement
on Form S-1.
3.2 Amended and Restated By-laws of the Registrant, incorporated by
reference to Exhibit 3.2 of the Registration Statement on Form S-1.
4.4 Form of Indenture between the Registrant and State Street Bank and
Trust Company of California, N.A., as Trustee, incorporated by
reference to Exhibit 4.4 of the Registration Statement on Form S-1
.
4.5 Form of Note (included in Exhibit 4.4), incorporated by reference to
Exhibit 4.5 of the Registration Statement on Form S-1.
