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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 12(g) of the
Securities Exchange Act of 1934
ESPS, Inc.
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(Exact name of registrant specified in Charter)
Delaware 24-2845135
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(State or other (IRS Employee
jurisdiction of Identification No.)
incorporation)
1300 Virginia Drive, Suite 125
Fort Washington, Pennsylvania 19034
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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), please 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), please check the following box. [X]
Securities Act registration statement file number to which this form relates:
333-75397
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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
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Not Applicable Not Applicable
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered
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The Registrant is registering shares of Common Stock, par value $0.001 per
share, pursuant to a Registration Statement on Form S-1 (File No. 333-75397 )
that was filed with the Securities and Exchange Commission on March 31, 1999
(the "Registration Statement"). Reference is made to the sections entitled
"Prospectus Summary--The Offering" and "Description of Capital Stock" in the
prospectus forming a part of the Registration Statement, and all amendments to
the Registration Statement subsequently filed with the Commission, including any
prospectus relating thereto filed subsequently pursuant to Rule 424 of the
Securities Act of 1933, as amended. Such Registration Statement and all
amendments to the Registration Statement are hereby deemed to be incorporated by
reference into this Registration Statement in accordance with the Instruction to
Item 1 of this Form.
Item 2. Exhibits.
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3.1 Form of Second Amended and Restated Certificate of Incorporation of
the Registrant (Incorporated by reference to Exhibit 3.1 to the
Registration Statement on Form S-1 (File No. 333-75397) of the
Registrant, as amended).
3.2 Form of Second Amended and Restated Bylaws of the Registrant
(Incorporated by reference to Exhibit 3.2 to the Registration
Statement on Form S-1 (File No. 333-75397) of the Registrant, as
amended).
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SIGNATURES
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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, thereunto duly authorized.
ESPS, INC.
By: /s/ Leonard W. von Vital
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Name: Leonard W. von Vital
Dated: June 2, 1999 Title: Chief Financial Officer
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