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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 l934
Asymetrix Learning Systems, Inc.
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(Exact name of registrant as specified in its charter)
DELAWARE 91-1276003
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
110-110TH AVENUE NE
Bellevue, WA 98004
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration If this Form relates to the
of a class of securities pursuant to registration of a class of
Section 12(b) of the Exchange Act and is securities pursuant to Section
effective pursuant to General Instruction 12(g) of the Exchange Act and is
A.(c), check the following box. [_] effective pursuant to General
Instruction A.(d), check the
following box. [X]
Securities Act registration statement file number to which this form relates:
333-49037
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Securities to be registered pursuant to Section 12(b) of the Act:
NONE
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Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.01 PAR VALUE PER SHARE
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Common Stock of Registrant set forth under the
caption "Description of Capital Stock" in Registrant's Registration Statement on
Form S-1 (File No. 333--49037) as originally filed with the Securities and
Exchange Commission on April 1, 1998, or as subsequently amended (the
"Registration Statement"), and in the Prospectus included in the Registration
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Statement, is hereby incorporated by reference in response to this item.
ITEM 2. EXHIBITS.
The following exhibits are filed herewith or incorporated herein by
reference:
Exhibit
Number Exhibit Title or Description
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3.01 Amended and Restated Articles of
Incorporation of Asymetrix Learning Systems, Inc.,
a Washington corporation, as amended (incorporated
by reference to Exhibit 3.01 to the Registration
Statement).
3.02 Form of Certificate of Incorporation of the
Registrant to be effective upon the
Reincorporation of the Registrant in Delaware
(incorporated by reference to Exhibit 3.02 to the
Registration Statement).
3.03 Form of Certificate of Amendment of
Certificate of Incorporation of the Registrant to
be effective upon the effectiveness of the
Registration Statement (incorporated by reference
to Exhibit 3.03 to the Registration Statement).
3.04 Form of Amended and Restated Certificate of
Incorporation of the Registrant to be effective
upon the closing of this offering (incorporated by
reference to Exhibit 3.04 to the Registration
Statement).
3.05 Amended and Restated Bylaws of Asymetrix
Learning Systems, Inc., a Washington corporation,
as amended (incorporated by reference to Exhibit
3.05 to the Registration Statement).
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3.06 Form of Bylaws of the Registrant, to be
adopted prior to the closing of the offering
(incorporated by reference to Exhibit 3.06 to the
Registration Statement).
4.01 Restated and Amended Investor's Rights
Agreement, dated as of December 20, 1996
(incorporated by reference to Exhibit 4.01 to the
Registration Statement).
4.02 Form of Specimen Certificate for
Registrant's Common Stock (incorporated by
reference to Exhibit 4.02 to the Registration
Statement).
99.01 The description of Registrant's Common Stock
set forth under the caption "Description of
Capital Stock" on pages 65 through 67 of the
Prospectus included in the 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, thereunto duly authorized.
Dated: May 18, 1998 Asymetrix Learning Systems, Inc.
By: /s/ James A. Billmaier
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James A. Billmaier
Chief Executive Officer
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INDEX TO EXHIBITS
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Exhibit
Number Exhibit Title or Description
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3.01 Amended and Restated Articles of
Incorporation of Asymetrix Learning Systems, Inc.,
a Washington corporation, as amended (incorporated
by reference to Exhibit 3.01 to the Registration
Statement).
3.02 Form of Certificate of Incorporation of the
Registrant to be effective upon the
Reincorporation of the Registrant in Delaware
(incorporated by reference to Exhibit 3.02 to the
Registration Statement).
3.03 Form of Certificate of Amendment of
Certificate of Incorporation of the Registrant to
be effective upon the effectiveness of the
Registration Statement (incorporated by reference
to Exhibit 3.03 to the Registration Statement).
3.04 Form of Amended and Restated Certificate of
Incorporation of the Registrant to be effective
upon the closing of this offering (incorporated by
reference to Exhibit 3.04 to the Registration
Statement).
3.05 Amended and Restated Bylaws of Asymetrix
Learning Systems, Inc., a Washington corporation,
as amended (incorporated by reference to Exhibit
3.05 to the Registration Statement).
3.06 Form of Bylaws of the Registrant, to be
adopted prior to the closing of the offering
(incorporated by reference to Exhibit 3.06 to the
Registration Statement).
4.01 Restated and Amended Investor's Rights
Agreement, dated as of December 20, 1996
(incorporated by reference to Exhibit 4.01 to the
Registration Statement).
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4.02 Form of Specimen Certificate for
Registrant's Common Stock (incorporated by
reference to Exhibit 4.02 to the Registration
Statement).
99.01 The description of Registrant's Common Stock
set forth under the caption "Description of
Capital Stock" on pages 65 through 67 of the
Prospectus included in the Registration Statement.
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