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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-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 Section 12(b) securities pursuant to Section 12(g)
of the Exchange Act and is of the Exchange Act and is effective
effective pursuant to General pursuant to General Instruction
Instruction A.(c), please check the A.(d), please check the following
following box. / / box. /X/
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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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 3.1 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 prior to the closing of
the offering made pursuant to this Registration
Statement - incorporated herein by reference to
Exhibit 3.2 to the Company's Registration Statement
(File No. 333-71919).
2.3 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).
2.4 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).
2.5 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).
2.6 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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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 15, 1999 By: /s/ Thomas M. Donnelly
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Thomas M. Donnelly
Chief Financial Officer and Secretary
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EXHIBITS
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<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 3.1 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 prior to the closing of
the offering made pursuant to this Registration
Statement - incorporated herein by reference to
Exhibit 3.2 to the Company's Registration Statement
(File No. 333-71919).
2.3 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).
2.4 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).
2.5 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).
2.6 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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