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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
MARIMBA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Delaware 77-0422318
(STATE OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
440 Clyde Avenue 94043
Mountain View, California
(ADDRESS OF PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICES)
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If this form relates to the registration of a class of If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange securities pursuant to Section 12(g) of the Exchange
Act and is effective pursuant to General Instruction Act and is effective pursuant to General Instruction
A.(c), please check the following box. [ ] A.(d), please check the following box.[X]
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SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES:
333-72353
(IF APPLICABLE)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
Not Applicable Not Applicable
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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.
333-72353).
ITEM 2. Exhibits.
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EXHIBIT
NUMBER DESCRIPTION
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3.1* Amended and Restated Certificate of Incorporation of
the Registrant.
3.2* Certificate of Correction to Amended and Restated
Certificate of Incorporation.
3.3* Form of Third Amended and Restated Certificate of
Incorporation to be filed upon the closing of the
offering made pursuant to the Registration Statement.
3.4* Bylaws of the Registrant.
3.5* Amended and Restated Bylaws of the Registrant to be
effective upon the closing of the offering made
pursuant to the Registration Statement.
4.2* Form of Registrant's Common Stock Certificate.
4.3* Amended and Restated Investors' Rights Agreement
dated August 25, 1997.
4.4* Form of Amendment and Waiver of Registration Rights
under the Amended and Restated Investors' Rights
Agreement.
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*Incorporated herein by reference to the exhibits of the same number in the
Registrant's Registration Statement on Form S-1.
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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.
MARIMBA, INC.
Date: March 31, 1999 By: /s/ KIM K. POLESE
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Kim K. Polese
President and Chief Executive Officer
