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As filed with the Securities and Exchange Commission on April 6, 1998
Total Number of Pages - 4
Index to Exhibits at Page -4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BRIO TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 77-0210797
(State of incorporation or organization) (IRS Employer
Identification No.)
3430 WEST BAYSHORE ROAD, PALO ALTO, CA 94303
(Address of principal executive offices) (Zip Code)
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<S> <C>
If this form relates to the registration of a If this form relates to the registration
class of securities pursuant to Section 12(b) of a class of securities pursuant to
of the Exchange Act and is effective pursuant Section 12(g) of the Exchange Act and is
to General Instruction A.(c), check the effective pursuant to General
following box. Instruction A.(d), check the following
box. [X]
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Securities Act registration statement file number to which this form relates:
333-47263 (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
- ----------------------------------------- -------------------------------------
None None
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.001
---------------------------------------
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
-------------------------------------------------------
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 or about March 3, 1998 (SEC File No. 333-47263)
(the "Form 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.
2.** Amended and Restated Certificate of Incorporation filed with
the Delaware Secretary of State.
3.*** Form of Amended and Restated Certificate of Incorporation to
be filed with the Delaware Secretary of State upon the
closing of the initial public offering.
4.**** Bylaws.
5.***** Amended and Restated Rights Agreement dated June 27, 1997
between the Registrant and certain holders of the
Registrant's securities.
* Incorporated by reference to Exhibit 4.1 to the Form S-1 Registration
Statement. To be filed by amendment.
** Incorporated by reference to Exhibit 3.1 to the Form S-1 Registration
Statement.
*** Incorporated by reference to Exhibit 3.2 to the Form S-1 Registration
Statement.
**** Incorporated by reference to Exhibit 3.3 to the Form S-1 Registration
Statement.
***** Incorporated by reference to Exhibit 4.2 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: March 24, 1998 BRIO TECHNOLOGY, INC.
By: /s/ Karen Willem
----------------------------------------
Karen Willem, Executive Vice President,
Finance and Operations and Chief Financial
Officer
-3-
<PAGE>
INDEX TO EXHIBITS
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Sequentially
Exhibit No. Description Numbered Page
- -------------- -------------------------------------------------- -------------------
<C> <S> <C>
1. * Specimen certificate for Registrant's Common Incorporated by
Stock. reference
2. Amended and Restated Certificate of Incorporation Incorporated by
filed with the Delaware Secretary of State. reference
3. Form of Amended and Restated Certificate of Incorporated by
Incorporation to be filed with the Delaware reference
Secretary of State upon the closing of the
initial public offering.
4. Bylaws. Incorporated by
reference
5. Amended and Restated Rights Agreement dated June Incorporated by
27, 1997 between the Registrant and certain reference
holders of the Registrant's securities.
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* To be filed by amendment.
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