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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
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
____________________
MICROSTRATEGY INCORPORATED
(Exact name of Registrant as specified in its charter)
DELAWARE 51-0323571
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8000 Towers Crescent Drive 22182
VIENNA, VIRGINIA (Zip Code)
(Address of Principal Executive Offices)
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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 pursuant to section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [ ] box. [X]
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Securities Act registration statement file number to which this form relates:
333-49899
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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:
Class A Common Stock, par value $0.001
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A complete description of the Class A Common Stock, $0.001 par value per
share, of MicroStrategy Incorporated (the "Registrant"), which is to be
registered hereunder is contained under the caption "Description of Capital
Stock" in the Prospectus which constitutes part of the Registrant's Registration
Statement on Form S-1 (Registration No. 333-49899 relating to the offering of
4,000,000 shares of Class A Common Stock of MicroStrategy Incorporated
(4,600,000 shares if the underwriters' overallotment option in exercised in
full)) filed by the Registrant with the Securities and Exchange Commission on
April 10, 1998, as amended from time to time. Such description is hereby
incorporated by reference.
ITEM 2. EXHIBITS
The following exhibits are filed herewith or are incorporated by reference as
indicated below.
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EXHIBIT
NUMBER DESCRIPTION
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1.1* Form of Underwriting Agreement
3.1* Form of Amended and Restated Certificate of Incorporation of
MicroStrategy Incorporated
3.2* Form of Restated Bylaws of MicroStrategy Incorporated
4.1* Form of Certificate of Class A Common Stock of MicroStrategy
Incorporated
10.1* Stock Purchase Agreement dated September 8, 1991 between MicroStrategy
Incorporated and Sanju K. Bansal
10.2* Stock Purchase Agreement dated October 11, 1992 between MicroStrategy
Incorporated and Charles A. Veley
10.3* Stock Purchase Agreement dated February 28, 1995 between MicroStrategy
Incorporated and Eduardo S. Sanchez
10.4* Stock Purchase Agreement dated February 28, 1995 between MicroStrategy
Incorporated and Stephen S. Trundle
10.5* 1996 Stock Plan of MicroStrategy Incorporated
10.6* 1997-Stock Option Plan for French Employees
10.7* 1997 Director Option Plan of MicroStrategy Incorporated
10.11* Form of Master Amendment Agreement between MicroStrategy Incorporated
and the Existing Shareholders
10.12* Amendment Agreement between MicroStrategy Incorporated, Michael J.
Saylor and Thomas P. Spahr dated December 31, 1997
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* Incorporated by reference to the identically numbered exhibit to the
Registration Statement on Form S-1 of Microstrategy Incorporated
Corporation filed by MicroStrategy Incorporated on April 10, 1998, as
amended (Registration No. 333-49899).
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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.
MICROSTRATEGY INCORPORATED
Date: June 10, 1998 By: /s/ Michael J. Saylor
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Michael J. Saylor,
President,
Chief Executive Officer,
Chairman
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EXHIBIT INDEX
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Exhibit
NUMBER DESCRIPTION
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1.1* Form of Underwriting Agreement
3.1* Form of Amended and Restated Certificate of Incorporation of
MicroStrategy Incorporated
3.2* Form of Restated Bylaws of MicroStrategy Incorporated
4.1* Form of Certificate of Class A Common Stock of MicroStrategy
Incorporated
10.1* Stock Purchase Agreement dated September 8, 1991 between MicroStrategy
Incorporated and Sanju K. Bansal
10.2* Stock Purchase Agreement dated October 11, 1992 between MicroStrategy
Incorporated and Charles A. Veley
10.3* Stock Purchase Agreement dated February 28, 1995 between MicroStrategy
Incorporated and Eduardo S. Sanchez
10.4* Stock Purchase Agreement dated February 28, 1995 between MicroStrategy
Incorporated and Stephen S. Trundle
10.5* 1996 Stock Plan of MicroStrategy Incorporated
10.6* 1997-Stock Option Plan for French Employees
10.7* 1997 Director Option Plan of MicroStrategy Incorporated
10.11* Form of Master Amendment Agreement between MicroStrategy Incorporated
and the Existing Shareholders
10.12* Amendment Agreement between MicroStrategy Incorporated, Michael J.
Saylor and Thomas P. Spahr dated December 31, 1997
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* Incorporated by reference to the identically numbered exhibit to the
Registration Statement on Form S-1 of MicroStrategy Incorporated filed by
MicroStrategy Incorporated on April 10, 1998, as amended (Registration No.
333-49899).
