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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
TENFOLD CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 83-0302610
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
1080 West Election Road, Draper, Utah 84020
(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the registration of a If this form relates to the registration of
class of securities pursuant to Section 12(b) of a class of securities pursuant to Section
the Exchange Act and is effective pursuant to 12(g) of the Exchange Act and is effective
General Instruction A.(c), check the following pursuant to General Instruction A.(d), check
box. [_] the following box. [X]
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Securities Act registration statement file number to which this form relates:
333-74057 (if applicable)
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
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
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Incorporated by reference to the information set forth under the
caption "Description of Capital Stock" in the Registrant's Registration
Statement on Form S-1 filed on March 8, 1999 (SEC File No. 333-74057) (the "Form
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S-1 Registration Statement").
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Item 2. Exhibits
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The following exhibits are filed as a part of this Registration
Statement:
1. Specimen certificate for Registrant's Common Stock --incorporated
herein by reference to Exhibit 4.2 to Amendment No. 3 to the Form
S-1 Registration Statement.
2. Proposed Third Amended and Restated Certificate of Incorporation
of the Registrant-- incorporated herein by reference to Exhibit
3.1 to the Form S-1 Registration Statement.
3. Proposed Fourth Amended and Restated Certificate of Incorporation
of the Registrant -- incorporated herein by reference to Exhibit
3.2 to the Form S-1 Registration Statement.
4. Bylaws of Registrant, as amended -- incorporated herein by
reference to Exhibit 3.3 to the Form S-1 Registration Statement
and Exhibit 3.4 to Amendment No. 4 to the Form S-1 Registration
Statement.
5. Amended and Restated Investors' Rights Agreement dated November
24, 1997, as amended, among the Registrant and certain holders of
the Registrant's securities -- incorporated herein by reference
to Exhibit 4.3 to the Form S-1 Registration Statement.
6. Amended and Restated Co-Sale Agreement dated November 24, 1997
among the Registrant and certain holders of the Registrant's
securities -- incorporated herein by reference to Exhibit 4.4 to
the Form S-1 Registration Statement.
7. Amended and Restated Voting Agreement dated November 24, 1997
among the Registrant and certain holders of the Registrant's
securities -- incorporated herein by reference to Exhibit 10.3 to
the Form S-1 Registration Statement.
8. First Amended and Restated Voting Agreement dated March 4, 1997
among the Registrant, Gary D. Kennedy and Jeffrey L. Walker --
incorporated herein by reference to Exhibit 10.4 to the Form S-1
Registration Statement.
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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.
Date: May 18, 1999 TENFOLD CORPORATION
By: /s/ Gary D.Kennedy
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Gary D, Kennedy, President and CEO
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INDEX TO EXHIBITS
Sequentially
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Exhibit No. Description Numbered Page
- ---------- ----------- -------------
1. Specimen certificate for Registrant's Common Stock Incorporated by
-- incorporated herein by reference to Exhibit 4.2 reference
to Amendment No. 3 to the Form S-1 Registration
Statement.
2. Third Amended and Restated Certificate of Incorporated by
Incorporation of the Registrant -- incorporated reference
herein by reference to Exhibit 3.1 to the Form S-1
Registration Statement.
3. Proposed Fourth Amended and Restated Certificate of Incorporated by
Incorporation of the Registrant --incorporated reference
herein by reference to Exhibit 3.2 to the Form S-1
Registration Statement.
4. Bylaws of the Registrant, as amended -- Incorporated by
incorporated herein by reference to Exhibit 3.3 to reference
the Form S-1 Registration Statement and Exhibit 3.4
to Amendment No. 4 to the Form S-1 Registration
Statement.
5. Amended and Restated Investor's Rights Agreement Incorporated by
dated November 24, 1997 among the Registrant and reference
certain holders of the Registrant's securities --
incorporated herein by reference to Exhibit 4.3 to
the Form S-1 Registration Statement.
6. Amended and Restated Co-Sale Agreement dated Incorporated by
November 24, 1997 among the Registrant and certain reference
holders of the Registrant's securities.
7. Amended and Restated Voting Agreement dated Incorporated by
November 24, 1997 among the Registrant and certain reference
holders of the Registrant's securities.
8. First Amended and Restated Voting Agreement dated Incorporated by
March 4, 1997 among the Registrant, Gary D. Kennedy reference
and Jeffrey L. Walker.
