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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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
INTEGRITY SOFTWARE, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 84-1424647
(Jurisdiction of Incorporation) (I.R.S. Employer Identification Number)
CAMDEN LOCK
SOUTH DOCK ROAD
DUBLIN 4
IRELAND
TEL: (353) 1-665-2002
(Address of Principal Executive Offices)
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If this Form relates to the registration of a class of If this Form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act securities pursuant to Section 12(g) of the Exchange
and is effective pursuant to General Instruction A.(c), Act and is effective pursuant to General Instruction
please check the following box [ ] A.(d), please check the following box [X]
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SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES:
333-
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
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TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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Common Stock, par value $0.0025 per share Nasdaq National Market*
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* Application filed.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the securities to be registered that appears under the
sections captioned "Description of Capital Stock" contained in the prospectus
constituting Part I of the Registrant's registration statement on Form S-1 (File
No. 333- ), filed under the Securities Act of 1933 on March 24, 2000, is
hereby incorporated by reference in response to this Item 1.
ITEM 2. EXHIBITS.
The following constituent instruments defining the rights of the holders of our
securities that appear as exhibits to the Registrant's registration statement on
Form S-1 (File No. 333- ), filed under the Securities Act of 1933 on March 24,
2000 are hereby incorporated by reference:
Exhibit No. 3.1 Certificate of Incorporation of Integrity Software Inc., as
amended;
Exhibit No. 3.2 By-laws of Integrity Software Inc., as amended;
Exhibit No. 4.1 Specimen certificate for Common Shares, par value $0.0025 per
share, of Integrity Software, Inc.
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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.
March 24, 2000
INTEGRITY SOFTWARE, INC.
By: /s/ PETER D. NAGLE
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Peter D. Nagle
Chairman of the Board and Chief Executive Officer
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