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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Vastera, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 54-1616513
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
45025 Aviation Drive, Suite 200, Dulles, Virginia 20166-7554
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(Address of principal executive offices) (Zip Code)
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
none none
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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
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. /X/
Securities Act registration statement file number to which this form
relates: 333-34142 (if applicable)
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
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(Title of Class)
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(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Common Stock, par value $0.01 per share, of the
Registrant under the caption "Description of Capital Stock" contained in the
Registrant's Registration Statement on Form S-1 (File No. 333-34142), as filed
with the Securities and Exchange Commission on April 6, 2000, as amended from
time to time, is hereby incorporated by reference.
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ITEM 2. EXHIBITS.
Number Description
3.2 Form of Amended and Restated Certificate of Incorporation to
be in effect upon the closing of this offering 3.2 (filed as
Exhibit to the Registrant's Registration Statement on Form
S-1, File No. 333-34142, and incorporated herein by
reference).
3.4 Form of Amended and Restated Bylaws to be in effect upon the
closing of this offering (filed as Exhibit 3.4 to the
Registrant's Registration Statement on Form S-1, File No.
333-34142, and incorporated herein by reference).
4.1 Specimen Common Stock certificate (filed as Exhibit 4.1 to
the Registration Statement and incorporated herein by
reference).
4.2 Second Amended and Restated Investors' Rights Agreement, as
amended, dated November 24, 1998 (filed as Exhibit 4.2 to
the Registrant's Registration Statement on Form S-1, File
No. 333-34142, and incorporated herein by reference).
10.6 1996 Stock Option Plan, as amended (filed as Exhibit 10.6 to
the Registrant's Registration Statement on Form S-1, File
No. 333-34142, and incorporated herein by reference).
10.7 Form of Stock Option Agreement for 1996 Plan (filed as
Exhibit 10.7 to the Registrant's Registration Statement on
Form S-1, File No. 333-34142, and incorporated herein by
reference).
10.8 Employee Stock Purchase Plan (filed as Exhibit 10.8 to the
Registrant's Registration Statement on Form S-1, File
No. 333-34142, and incorporated herein by reference).
10.9 2000 Stock Incentive Plan (filed as Exhibit 10.9 to the
Registrant's Registration Statement on Form S-1, File No.
333-34142, and incorporated herein by reference).
10.10 Form of Stock Option Agreement for 2000 Stock Incentive Plan
(filed as Exhibit 10.10 to the Registrant's Registration
Statement on Form S-1, File No. 333-34142, and incorporated
herein by reference).
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.
Vastera, Inc.
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(Registrant)
Date September 14, 2000 By /s/ Arjun Rishi
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Arjun Rishi
President, Chief Executive Officer
and Director
