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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
EXCHANGE APPLICATIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-3338916
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
89 South Street, Boston, Massachusetts 02111
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(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become effective
filing pursuant to General simultaneously with the
Instruction A(c)(1) please check effectiveness of a concurrent
the following box. [ ] registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box. [ ]
Securities Act registration statement file number to which this form
relates: 333-59613
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class of Name of Each Exchange on Which
Securities to be Registered Each Class is to be Registered
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None.
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The information required by Item 202 of Regulation S-K is included
under the heading "Description of Capital Stock" in the form of prospectus
included in the Registrant's Registration Statement on Form S-1, File No.
333-59613, as amended, including any form of the prospectus contained therein
subsequently filed by the Registrant pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the "Registration Statement"), which shall
be deemed to be and is hereby incorporated herein by reference.
ITEM 2. EXHIBITS
1. The Amended and Restated Certificate of Incorporation of the
Registrant, which was filed as Exhibit 3.1 to the Registration Statement and is
incorporated herein by reference.
2. The Amended and Restated By-laws of the Registrant, which was filed as
Exhibit 3.2 to the Registration Statement and is incorporated herein by
reference.
3. A specimen copy of the certificate representing shares of the
Registrant's Common Stock, which will be filed by amendment as Exhibit 4.1 to
the Registration Statement and is incorporated herein by reference.
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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.
EXCHANGE APPLICATIONS, INC.
By: /s/ John G. O'Brien
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Name: John G. O'Brien
Title: Vice President, Chief Financial
Officer, Treasurer and Secretary
DATED: July 23, 1998
