<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
NET PERCEPTIONS, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 41-1844584
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(STATE OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
7901 Flying Cloud Drive
Minneapolis, Minnesota 55344
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Exchange Section 12(g) of the
Act and is effective pursuant to Exchange Act and is
General Instruction A.(c), effective pursuant to
please check the following box. / / General Instruction A.(d),
please check the following
box. / /
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES:
333-71919
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(IF APPLICABLE)
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, $0.0001 PAR VALUE
(TITLE OF CLASS)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Incorporated herein by reference to the Description of Capital Stock
section of the Company's Registration Statement on Form S-1 (File
No. 333-71919).
ITEM 2. Exhibits.
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
1.1 Specimen Certificate of the Registrant's common stock -
incorporated herein by reference to Exhibit 4.2 to
the Company's Registration Statement (File No.
333-71919).
2.1+ Amended and Restated Certificate of Incorporation of
the Registrant, as amended to date - incorporated
herein by reference to Exhibit 3.2 to the Company's
Registration Statement (File No. 333-71919).
2.2+ Form of Amended and Restated Certificate of
Incorporation of the Registrant to be filed upon the
closing of the Registrant's initial public offering
-incorporated herein by reference to Exhibit 3.3 to
the Company's Registration Statement (File No.
333-71919).
2.3+ Bylaws of the Registrant, as amended to date
-incorporated herein by reference to Exhibit 3.4 to
the Company's Registration Statement (File No.
333-71919).
2.4+ Form of Amended and Restated Bylaws of the Registrant
to become effective in connection with the closing of
the Registrant's initial public offering -
incorporated herein by reference to Exhibit 3.5 to the
Company's Registration Statement (File No. 333-71919).
2.5+ Amended and Restated Investors' Rights Agreement
-incorporated herein by reference to Exhibit 4.1 to
the Company's Registration Statement (File No.
333-71919).
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+ Previously filed with The Commission
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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.
NET PERCEPTIONS, INC.
Date: April 20, 1999 By: /s/ Thomas M. Donnelly
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Thomas M. Donnelly
Chief Financial Officer and Secretary
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EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
1.1 Specimen Certificate of the Registrant's common stock -
incorporated herein by reference to Exhibit 4.2 to
the Company's Registration Statement (File No.
333-71919).
2.1+ Amended and Restated Certificate of Incorporation of
the Registrant, as amended to date - incorporated
herein by reference to Exhibit 3.2 to the Company's
Registration Statement (File No. 333-71919).
2.2+ Form of Amended and Restated Certificate of
Incorporation of the Registrant to be filed upon the
closing of the Registrant's initial public offering
-incorporated herein by reference to Exhibit 3.3 to
the Company's Registration Statement (File No.
333-71919).
2.3+ Bylaws of the Registrant, as amended to date
-incorporated herein by reference to Exhibit 3.4 to
the Company's Registration Statement (File No.
333-71919).
2.4+ Form of Amended and Restated Bylaws of the Registrant
to become effective in connection with the closing of
the Registrant's initial public offering -
incorporated herein by reference to Exhibit 3.5 to the
Company's Registration Statement (File No. 333-71919).
2.5+ Amended and Restated Investors' Rights Agreement
-incorporated herein by reference to Exhibit 4.1 to
the Company's Registration Statement (File No.
333-71919).
</TABLE>
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+ Previously filed with The Commission
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COMMON SHARES COMMON SHARES
[LOGO]
NET PERCEPTIONS, INC.
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<S> <C>
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CUSIP 64107U 10 1
SEE REVERSE FOR
CERTAIN DEFINITIONS
</TABLE>
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.0001 PAR VALUE,
OF
-Net Perceptions, Inc.-
transferable on the books of the Corporation by the holder hereof in person or
by Attorney upon surrender of this Certificate properly endorsed. This
certificate is not valid unless countersigned by the Transfer Agent-Registrar.
IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be
signed by its duly authorized officers.
Dated:
SECRETARY PRESIDENT
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The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
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<S> <C> <C> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT-- ........... Custodian ...........
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right under Uniform Gifts to Minors
of Act ..............................
survivorship and not as (State)
tenants
in common
</TABLE>
Additional abbreviations may also be used though not in the above
list.
For value received____ hereby sell, assign and transfer unto
<TABLE>
<S> <C>
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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</TABLE>
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
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_____________________________________ Shares
of the capital stock represented by the within Certificate,
and do hereby irrevocably constitute and appoint
_______________________________________________________________________ Attorney
to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.
Dated _____________________________
_____________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
SIGNATURE GUARANTEED BY:
