SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 Incorporation or Organization) (I.R.S. Employer Identification No.)
7700 France Avenue South, Edina, Minnesota 55435
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(Address of Principal Executive Offices) (Zip Code)
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 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: Not 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 Registered Each Class is to be Registered
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Not Applicable. Not Applicable.
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.0001 per share
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(Title of Class)
EXPLANATORY NOTE: This Form 8-A/A is being filed to reflect the currently
authorized capital stock of Net Perceptions, Inc. On May 25, 2000, the
stockholders of Net Perceptions approved an amendment to Net Perceptions'
Amended and Restated Certificate of Incorporation increasing the number of
authorized shares of common stock from 50,000,000 shares to 100,000,000
shares. A Certificate of Amendment to Net Perceptions' Amended and Restated
Certificate of Incorporation effecting this increase was filed with the
Secretary of State of the State of Delaware on May 25, 2000. In accordance
with Rule 12b-15 of the Securities Exchange Act of 1934, the complete text
of Item 1, as amended by this Form 8-A/A, is set forth below.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
GENERAL
Our authorized capital stock consists of 100,000,000 shares of common
stock, $.0001 par value, and 5,000,000 shares of preferred stock, $.0001
par value.
COMMON STOCK
As of August 31, 2000, there were 26,734,375 shares of common stock
outstanding that were held of record by approximately 243 stockholders.
The holders of common stock are entitled to one vote per share on all
matters to be voted upon by the stockholders. Subject to preferences that
may be applicable to any outstanding preferred stock, the holders of common
stock are entitled to receive ratably such dividends, if any, as may be
declared from time to time by the board of directors out of funds legally
available therefor. In the event of our liquidation, dissolution or winding
up, the holders of our common stock are entitled to share ratably in all
assets remaining after payment of liabilities, subject to prior
distribution rights of preferred stock, if any, then outstanding. The
common stock has no preemptive or conversion rights or other subscription
rights. There are no redemption or sinking fund provisions applicable to
the common stock. All outstanding shares of common stock are fully paid and
nonassessable.
PREFERRED STOCK
Our amended and restated certificate of incorporation authorizes
5,000,000 shares of preferred stock. As of August 31, 2000, there were no
shares of preferred stock outstanding. The board of directors has the
authority to issue the preferred stock in one or more series and to fix the
rights, preferences, privileges and restrictions thereof, including
dividend rights, dividend rates, conversion rights, voting rights, terms of
redemption, redemption prices, liquidation preferences and the number of
shares constituting any series or the designation of such series, without
further vote or action by the stockholders. The issuance of preferred stock
may have the effect of delaying, deferring or preventing a change in
control of Net Perceptions without further action by the stockholders. For
example, the board of directors could issue preferred stock that has the
power to prevent a change of control transaction. The issuance of preferred
stock with voting and conversion rights may adversely affect the voting
power of the holders of common stock, including the loss of voting control
to others. We currently have no plans to issue any of the preferred stock.
ANTITAKEOVER EFFECTS OF PROVISIONS OF THE CERTIFICATE OF INCORPORATION,
BYLAWS AND DELAWARE LAW
Our amended and restated certificate of incorporation and bylaws
contain provisions that could discourage, delay or prevent a tender offer
or takeover attempt at a price which many stockholders may find attractive.
The existence of these provisions could limit the price that investors
might otherwise pay in the future for shares of common stock.
Certificate of incorporation and bylaws
Blank check preferred stock. As noted above, our board of directors,
without stockholder approval, has the authority under our certificate of
incorporation to issue preferred stock with rights superior to the rights
of the holders of common stock. As a result, preferred stock could be
issued quickly and easily, could impair the rights of holders of common
stock and could be issued with terms calculated to delay or prevent a
change of control or make removal of management more difficult.
Stockholder action. Our certificate of incorporation provides that
all stockholder actions must be effected at a duly called meeting and not
by a consent in writing. This provision could discourage potential
acquisition proposals and could delay or prevent a change of control of Net
Perceptions because a potential acquisition of Net Perceptions could not be
approved by the stockholders without a duly called meeting.
Requirements for advance notification of stockholder nominations and
proposals. Our bylaws provide that a stockholder seeking to bring business
before an annual meeting of stockholders, or to nominate candidates for
election as directors at an annual meeting of stockholders, must provide
timely notice of this intention in writing. To be timely, a stockholder's
notice must be delivered to or mailed and received at our principal
executive offices at least 120 days prior to the anniversary date of the
proxy statement released to stockholders in connection with the previous
year's annual meeting of stockholders. The bylaws also include a
requirement of advance notice for making nominations at special meetings.
These provisions could delay stockholder actions that are favored by the
holders of a majority of our outstanding stock until the next stockholders'
meeting.
Delaware anti-takeover statute
We are subject to section 203 of the Delaware General Corporation
Law, which restricts some types of transactions and business combinations
between a corporation and a 15% stockholder. A 15% stockholder is generally
considered under this provision to be a person owning 15% or more of the
corporation's outstanding voting stock. Delaware law restricts these
transactions for a period of three years from the date the stockholder
acquired 15% or more of the corporation's outstanding voting stock. With
some exceptions, unless the transaction is approved by the board of
directors and the holders of at least two-thirds of the outstanding voting
stock, Delaware law prohibits significant business transactions such as:
o a merger with, disposition of significant assets to or receipt
of disproportionate financial benefits by the 15% stockholder;
or
o any other transaction that would increase the 15% stockholder's
proportionate ownership of any class or series of capital
stock.
The shares held by the 15% stockholder are not counted as outstanding when
calculating the two-thirds of the outstanding voting stock needed for
approval.
The prohibition against these transactions does not apply if:
o prior to the time that any stockholder became a 15%
stockholder, the board of directors approved either the
business combination or the transaction in which such
stockholder acquired 15% or more of the outstanding voting
stock; or
o the 15% stockholder owns at least 85% of the outstanding voting
stock of the corporation as a result of the transaction in
which such stockholder acquired 15% or more of the outstanding
voting stock.
Shares held by persons who are both directors and officers or by some
types of employee stock plans are not counted as outstanding when making
this calculation.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the common stock is Norwest Bank
Minnesota, N.A.
LISTING
Our common stock is currently quoted on the Nasdaq National Market
under the trading symbol "NETP."
ITEM 2. EXHIBITS.
1. Amended and Restated Certificate of Incorporation, as
amended***
2. Amended and Restated Bylaws*
3. Specimen Common Stock Certificate*
4. Amended and Restated Investors' Rights Agreement, dated
December 18, 1997, by and among Net Perceptions, Inc. and the
investors and founders named therein, as amended*
5. Registration Rights Agreement, dated as of February 14, 2000,
by and among Net Perceptions, Inc. and the stockholders named
therein**
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* Incorporated by reference to Net Perceptions' Registration Statement on
Form S-1 (Registration No. 333-71919).
** Incorporated by reference to Net Perceptions' Registration Statement on
Form S-1 (Registration No. 333-31230).
*** Incorporated by reference to Net Perceptions' Quarterly Report on Form
10-Q for the quarter ended June 30, 2000 filed with the Securities and
Exchange Commission on August 11, 2000.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereto duly authorized.
NET PERCEPTIONS, INC.
By /s/ Thomas M. Donnelly
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Name: Thomas M. Donnelly
Title: Senior Vice President of Finance
and Administration, Chief Financial
Officer and Secretary
Dated: September 18, 2000
EXHIBIT
NUMBER EXHIBIT
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1. Amended and Restated Certificate of Incorporation, as amended***
2. Amended and Restated Bylaws*
3. Specimen Common Stock Certificate*
4. Amended and Restated Investors' Rights Agreement, dated
December 18, 1997, by and among Net Perceptions, Inc. and the
investors and founders named therein, as amended*
5. Registration Rights Agreement, dated as of February 14, 2000,
by and among Net Perceptions, Inc. and the stockholders named
therein**
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* Incorporated by reference to Net Perceptions' Registration Statement on
Form S-1 (Registration No. 333-71919).
** Incorporated by reference to Net Perceptions' Registration Statement on
Form S-1 (Registration No. 333-31230).
*** Incorporated by reference to Net Perceptions' Quarterly Report on Form
10-Q for the quarter ended June 30, 2000 filed with the Securities and
Exchange Commission on August 11, 2000.
