<PAGE> 1
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
SABA SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3267638
(State of incorporation (I.R.S. Employer
or organization) Identification Number)
2400 Bridge Parkway
Redwood Shores, California 94065
(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), 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: 333-95761
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
------------------- ------------------------------
Not Applicable Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share
(Title of class)
<PAGE> 2
ITEM 1. Description of Registrant's Securities to Be Registered.
The description of Common Stock of the Registrant set forth under the
caption "Description of Capital Stock" in the Registrant's Registration
Statement on Form S-1 (File No. 333-95761), as originally filed with the
Securities and Exchange Commission on January 31, 2000 and as subsequently
amended (the "Registration Statement"), and in the Prospectus included in the
Registration Statement, is hereby incorporated by reference in response to this
item.
ITEM 2. Exhibits.
The following exhibits are incorporated herein by reference:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
2.1 Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registration Statement).
2.2 Form of Amended and Restated Certificate of Incorporation of the
Registrant to be filed effective as of the closing of the
offering made pursuant to the Registration Statement
(incorporated by reference to Exhibit 3.2 to the Registration
Statement).
2.3 Bylaws of the Registrant (incorporated by reference to Exhibit
3.3 to the Registration Statement).
2.4 Form of Amended and Restated Bylaws of the Registrant to be
effective as of the closing of the offering made pursuant to the
Registration Statement (incorporated by reference to Exhibit 3.4
to the Registration Statement.
2.5 Third Amended and Restated Investors' Rights Agreement
(incorporated by reference to Exhibit 10.5 to the Registration
Statement).
</TABLE>
2
<PAGE> 3
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.
Saba Software, Inc.
Date: April 5, 2000
By: /s/ Peter E. Williams III
------------------------------------
Peter E. Williams III
Secretary
3
<PAGE> 4
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
2.1 Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registration Statement).
2.2 Form of Amended and Restated Certificate of Incorporation of the
Registrant to be filed effective as of the closing of the
offering made pursuant to the Registration Statement
(incorporated by reference to Exhibit 3.2 to the Registration
Statement).
2.3 Bylaws of the Registrant (incorporated by reference to Exhibit
3.3 to the Registration Statement).
2.4 Form of Amended and Restated Bylaws of the Registrant to be
effective as of the closing of the offering made pursuant to the
Registration Statement (incorporated by reference to Exhibit 3.4
to the Registration Statement.
2.5 Third Amended and Restated Investors' Rights Agreement
(incorporated by reference to Exhibit 10.5 to the Registration
Statement).
</TABLE>
