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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
CALICO COMMERCE, INC.
(Exact name of registrant as specified in its charter)
(State of incorporation) (I.R.S. Employer Identification No.)
DELAWARE 77-0373344
(Address of principal executive offices) (Zip Code)
333 West San Carlos Street
Suite 300 95110
San Jose, CA
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 None
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The information contained in "Description of Capital Stock" in the
Registrant's Registration Statement on Form S-1, (Commission File No.
333-82907), filed with the Securities and Exchange Commission (the "Form S-1
Registration Statement") is hereby incorporated by reference.
ITEM 2. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
1. Agreement and Plan of Merger between Calico
Technology, Inc., a California corporation, and
Calico Commerce, Inc., a Delaware corporation,
incorporated by reference to Exhibit 2.2 to the
Registrant's Form S-1 Registration Statement.
2. Certificate of Incorporation of Calico Commerce,
Inc., a Delaware corporation, as amended to date,
incorporated by reference to Exhibit 3.1 to the
Registrant's Form S-1 Registration Statement.
3. Form of Certificate of Elimination and Certificate
of Amendment of Certificate of Incorporation of
Calico Commerce, Inc., a Delaware corporation,
incorporated by reference to Exhibit 3.3 to the
Registrant's Form S-1 Registration Statement.
4. Bylaws of Calico Commerce, Inc., a Delaware
corporation, incorporated by reference to Exhibit
3.2 to the Registrant's Form S-1 Registration
Statement.
5. Investors' Rights Agreement dated as of May 26,
1995, as amended, by and among the Registrant and
the stockholders named therein, incorporated by
reference to Exhibit 10.6 to the Registrant's Form
S-1 Registration Statement.
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.
CALICO COMMERCE, INC.
Date: September 23, 1999
By: /s/ Arthur F. Knapp, Jr.
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Arthur F. Knapp, Jr.
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Description
1 Agreement and Plan of Merger between Calico Technology, Inc.,
a California corporation, and Calico Commerce, Inc., a
Delaware corporation, incorporated by reference to Exhibit 2.2
to the Registrant's Form S-1 Registration Statement.
2 Certificate of Incorporation of Calico Commerce, Inc.,
a Delaware corporation, as amended to date,
incorporated by reference to Exhibit 3.1 to the
Registrant's Form S-1 Registration Statement.
3 Form of Certificate of Elimination and Certificate of
Amendment of Certificate of Incorporation of Calico Commerce,
Inc., a Delaware corporation, incorporated by reference to
Exhibit 3.3 to the Registrant's Form S-1 Registration
Statement.
4 Bylaws of Calico Commerce, Inc., a Delaware corporation,
incorporated by reference to Exhibit 3.2 to the Registrant's
Form S-1 Registration Statement.
4 Investors' Rights Agreement dated as of May 26, 1995, as
amended, by and among the Registrant and the stockholders
named therein, incorporated by reference to Exhibit 10.6 to
the Registrant's Form S-1 Registration Statement.
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