<PAGE> 1
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MOMENTUM BUSINESS APPLICATIONS, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 94-3313175
- --------------------------------------------------------------------------------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1301 Harbor Bay Blvd., Alameda, CA 94502-6576
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<S> <C>
Tile of each class Name of each exchange on which
to be so registered each class is to be registered
N/A N/A
- --------------------------------- ----------------------------------------
</TABLE>
If this form relates to the registration of a class of securuities 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:
333-67363 (if applicable)
- ---------------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE
- --------------------------------------------------------------------------------
(Title of Class)
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered
Incorporated by reference to the section titled "Description of
Momentum Capital Stock" on page 47 of the Preliminary Prospectus
contained in Registrant's Registration Statement on Form S-1 filed
with the Securities and Exchange Commission on November 16, 1998, (SEC
File No. 333-67363) (the "Registration Statement"), and any subsequent
amendments thereto, and any prospectus filed by Registrant pursuant to
Rule 424(b) under the Securities Act of 1933, as amended.
Item 2. Exhibits
The following exhibits are filed as a part of this registration
<TABLE>
<S> <C>
*1. Certificate of Incorporation of Registrant.
**2. Form of Restated Certificate of Incorporation of Registrant.
***3 Bylaws of Registrant.
</TABLE>
* Incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the
Registration Statement, filed with the Commission on November 25, 1998.
** Incorporated by reference to Exhibit 3.3 to Amendment No. 1 to the
Registration Statement, filed with the Commission on November 25, 1998.
*** Incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the
Registration Statement, filed with the Commission on November 25, 1998.
<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, thereto duly authorized.
Date: December 17, 1998 MOMENTUM BUSINESS APPLICATIONS, INC.
By: /s/ Aneel Bhusri
---------------------------------
Aneel Bhusri,
President