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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
PRIVATE BUSINESS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Tennessee 62-1453841
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
9010 Overlook Boulevard
Brentwood, Tennessee 37027
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A(c)(1), check the following box.[ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the 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: 333-75013
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Securities to be registered pursuant to Section 12(b) of the Act:
Name of Exchange on which Each
Title of Each Class to be so Registered Class is to be Registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the Common Stock registered hereunder by Private
Business, Inc., a Tennessee corporation (the "Registrant"), is incorporated by
reference to the section headed "Description of Capital Stock -- Common Stock"
in the Registrant's Registration Statement on Form S-1 (Registration No.
333-75013), as filed with the Securities and Exchange Commission (the
"Commission") on March 25, 1999 and any amendments to such Registration
Statement filed
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subsequently thereto, including any form of Prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended.
ITEM 2. EXHIBITS.
The following documents are incorporated by reference to the
Registrant's Registration Statement on Form S-1 (Commission File No. 333-75013).
Exhibit
Number Description of Exhibits
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1 -- Form of Underwriting Agreement.
3.1 -- Amended and Restated Charter of Private Business
3.2 -- Amended and Restated Bylaws of Private Business
4.1 -- Provisions of Articles of Incorporation defining the
rights of security holders. See Exhibit 3.1.
4.2 -- Form of common stock certificate.
5 -- Opinion of Harwell Howard Hyne Gabbert & Manner, P.C.
10.1 -- Stock Purchase Agreement dated as of July 24, 1998.
10.2 -- Stockholders Agreement dated as of August 7, 1998.
10.3 -- Registration Rights Agreement dated as of August 7, 1998.
10.4 -- Credit Agreement dated as of August 7, 1998.
10.5 -- Form of Indemnification Agreement between Private
Business and each of its Officers and Directors.
10.6 -- Form of Nonqualified Stock Option Agreement without
change of control provision.
10.7 -- Form of Nonqualified Option Agreement with change of
control provision.
10.8 -- Private Business, Inc. 1999 Incentive Stock Option Plan.
21 -- Subsidiaries of Private Business.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Harwell Howard Hyne Gabbert & Manner, P.C.
(included in Exhibit 5).
24 -- Power of Attorney.
27 -- Financial Data Schedule (FOR SEC USE ONLY).
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SIGNATURES
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.
By: /s/ Jerry L. Cover
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Jerry L. Cover
Principal Executive Officer
Date: May 4, 1999
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