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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 1934
PRIMUS KNOWLEDGE SOLUTIONS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Washington 91-1350484
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
1601 Fifth Avenue
Seattle, Washington 98101
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(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the registration of If this form relates to the registration of a
a class of securities pursuant to Section class of securities pursuant to Section 12(g)
12(b) of the Exchange Act and is effective of the Exchange Act and is effective pursuant
pursuant to General Instruction A.(c), to General Instruction A.(d), please check the
please check the following box. [_] following box. [X]
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Securities Act registration statement file number to which this form relates: 333-77477
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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
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.025 par value per share
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(Title of Class)
Page 1 of 4
Exhibit Index on Page 4
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Item 1. Description of Registrant's Securities to be Registered
The description of the common stock being registered set forth under the
caption "Description of Capital Stock" in the prospectus contained in the
registrant's Registration Statement on Form S-1, File No. 333-77477, as
originally filed with the Securities and Exchange Commission on April 30, 1999
or as subsequently amended (the "Registration Statement"), is incorporated by
reference in response to this item.
Item 2. Exhibits
The following exhibits are filed as a part of this Registration Statement:
Exhibit No. Description
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1 Fourth Restated Articles of Incorporation of the registrant
(incorporated by reference to Exhibit 3.1 to the Registration
Statement).
2 Second Restated Bylaws of the registrant (incorporated by
reference to Exhibit 3.2 to the Registration Statement).
Page 2 of 4
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
PRIMUS KNOWLEDGE SOLUTIONS, INC.
/s/ ELIZABETH J. HUEBNER
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Elizabeth J. Huebner
Vice President of Finance, Chief Financial Officer,
Secretary and Treasurer
Dated: June 2, 1999
Page 3 of 4
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EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
- ----------- ---------------------------------------------------- ----------
1 Fourth Restated Articles of Incorporation of the --
registrant (incorporated by reference to Exhibit 3.1
to the Registration Statement).
2 Second Restated Bylaws of the registrant (incorporated --
by reference to Exhibit 3.2 to the Registration
Statement).
Page 4 of 4