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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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USINTERNETWORKING, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 52-2078325
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One USI Plaza 21401
ANNAPOLIS, MARYLAND (Zip Code)
(Address of Principal Executive Offices)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. |_| box. |X|
Securities Act registration statement file number to which this form relates:
333-70717
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(If applicable)
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:
Common Stock, par value $0.001
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A complete description of the Common Stock, par value $0.001
per share, of USINTERNETWORKING, Inc. (the "Registrant"), which is to be
registered hereunder is contained under the caption "Description of Capital
Stock" in the Prospectus which constitutes part of the Registrant's Registration
Statement on Form S-1 (Registration No. 333-70717 relating to the offering of
6,000,000 shares of Common Stock of the Registrant (6,900,000 shares if the
underwriters' overallotment option in exercised in full)) filed by the
Registrant with the Securities and Exchange Commission on January 15, 1999, as
amended from time to time. Such description is hereby incorporated by reference.
ITEM 2. EXHIBITS
The following exhibits are filed herewith or are incorporated
by reference as indicated below.
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
1.1* Form of Underwriting Agreement
3.1* Amended and Restated Certificate of Incorporation of the Registrant
3.2* Form of Second Restated Certificate of Incorporation of the Registrant
3.3* Bylaws of the Registrant
3.4* Form of Amended and Restated Bylaws of the Registrant
4.1* Specimen Certificate for shares of Common Stock, $.001 par value, of the Registrant
</TABLE>
* Incorporated by reference to the identically numbered exhibit to the
Registration Statement on Form S-1 of the Registrant filed on January
15, 1999, as amended (Registration No. 333-70717).
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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.
USINTERNETWORKING, INC.
Date: April 8, 1999 By: /s/ WILLIAM T. PRICE
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Name: William T. Price
Title: Vice President and
General Counsel
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
1.1* Form of Underwriting Agreement
3.1* Amended and Restated Certificate of Incorporation of the Registrant
3.2* Form of Second Restated Certificate of Incorporation of the Registrant
3.3* Bylaws of the Registrant
3.4* Form of Amended and Restated Bylaws of the Registrant
4.1* Specimen Certificate for shares of Common Stock, $.001 par value, of the Registrant
</TABLE>
* Incorporated by reference to the identically numbered exhibit to the
Registration Statement on Form S-1 of USINTERNETWORKING, Inc. filed by
USINTERNETWORKING, Inc. on January 15, 1999, as amended (Registration
No. 333-70717).
