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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
@PLAN.INC
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(Exact name of registrant as specified in its charter)
Tennessee 62-1643381
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
Three Landmark Square, Suite 400
Stamford, Connecticut 06901
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(Address of principal executive offices) (zip code)
Securities to be registered pursuant to Section 12(b) of the Act: None
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: 333-74507 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Registrant incorporates by reference herein the description of the
Registrant's common stock, no par value, appearing under the caption
"Description of Capital Stock" at pages 54 to 58 in the Registrant's preliminary
prospectus, included in the Registrant's Registration Statement on Form S-1
(File No. 333-74507) (the "Registration Statement") as filed with the
Securities and Exchange Commission (the "SEC") on March 16, 1999, as such
description may be amended in any preliminary or final prospectus included or
deemed to be included in an amendment to the Registration Statement subsequently
filed with the SEC. The Registration Statement will be declared effective
concurrently with this Form 8-A.
ITEM 2. EXHIBITS.
3.1 Third Amended and Restated Charter of Registrant (incorporated
by reference to Exhibit 3.1 to the Registration Statement on
Form S-1 (File No. 333-74507)).
3.2 Second Amended and Restated Bylaws of Registrant (incorporated
by reference to Exhibit 3.2 to the Registration Statement on
Form S-1 (333-74507)).
4.1 Specimen of Registrant's Common Stock certificate
(incorporated by reference to Exhibit 4.1 to the Registration
Statement on Form S-1 (333-74507)).
4.2 Amended and Restated Shareholders' Agreement (incorporated by
reference to Exhibit 4.2 to the Registration Statement on Form
S-1 (333-74507)).
4.3 Form of Stock Purchase Warrant (incorporated by reference to
Exhibit 4.3 to the Registration Statement on Form S-1
(333-74507)).
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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.
@plan.inc
Date: March 17, 1999
/s/ Nancy A. Lazaros
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Nancy A. Lazaros
Senior Vice President and
Chief Financial Officer
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