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As filed with the Securities and Exchange Commission on July 23, 1998.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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BINDVIEW DEVELOPMENT CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 76-0306721
(State of incorporation or organization) (I.R.S. Employer Identification No.)
3355 WEST ALABAMA, SUITE 1200
HOUSTON, TEXAS 77098
(Address of principal executive offices) (Zip Code)
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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
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Securities Exchange Act and is effective
pursuant to General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Securities Exchange Act and is effective
pursuant to General Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form relates:
333-52883
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE PER SHARE
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The securities to be registered are shares of Common Stock, no par
value per share (the "Common Stock"), of BindView Development Corporation (the
"Registrant"). A description of the Common Stock is set forth under the
caption "Description of Capital Stock" in the Registrant's Registration
Statement on Form S-1 (Reg. No. 333-52883), as amended, which has been filed by
the Registrant with the Securities and Exchange Commission (the "Commission"),
and will be included in a form of prospectus to be filed pursuant to Rule
424(b) under the Securities Act of 1933. Such prospectus and description is
incorporated herein by reference.
ITEM 2. EXHIBITS.
1.1 Registrant's Registration Statement on Form S-1 (incorporated
by reference to the entirety of the Registrant's Registration
Statement on Form S-1 (Reg. No. 333-52883), filed with the
Commission on March 15, 1998).
1.2 Amendment No. 1 to Registrant's Registration Statement on Form
S-1 (incorporated by reference to the entirety of Amendment
No. 1 to the Registrant's Registration Statement on Form S-1
(Reg. No. 333-52883), filed with the Commission on June 23,
1998).
1.3 Amendment No. 2 to Registrant's Registration Statement on Form
S-1 (incorporated by reference to the entirety of Amendment
No. 2 to the Registrant's Registration Statement on Form S-1
(Reg. No. 333-52883), filed with the Commission on July 14,
1998).
1.4 Amendment No. 3 to Registrant's Registration Statement on Form
S-1 (incorporated by reference to the entirety of Amendment
No. 3 to the Registrant's Registration Statement on Form S-1
(Reg. No. 333-52883), filed with the Commission on July 20,
1998).
1.5 Amendment No. 4 to Registrant's Registration Statement on Form
S-1 (incorporated by reference to the entirety of Amendment
No. 4 to the Registrant's Registration Statement on Form S-1
(Reg. No. 333-52883), filed with the Commission on July 23,
1998).
4.1 Amended and Restated Articles of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 (Reg. No.
333-52883), filed with the Commission on March 15, 1998).
4.2 Bylaws of the Registrant (incorporated by reference to Exhibit
3.2 to the Registrant's Registration Statement on Form S-1
(Reg. No. 333-52883), filed with the Commission on March 15,
1998).
4.3 Form of Common Stock certificate (incorporated by reference to
Exhibit 4.2 to the Registrant's Registration Statement on Form
S-1 (Reg. No. 333-52883), filed with the Commission on March
15, 1998).
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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.
BINDVIEW DEVELOPMENT CORPORATION
By: /s/ ERIC J. PULASKI
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Eric J. Pulaski
President and Chief Executive Officer
Dated as of July 23, 1998.
