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
Princeton eCom Corporation
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 22-2528267
(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
165 Wall Street
Princeton, New Jersey 08540
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
If this Form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section 12(b) securities pursuant to Section
of the Exchange Act and is effective 12(g) of the Exchange Act pursuant
pursuant to General Instruction A(c), to General Instruction A.(d),
please check the following box. ___ please check the following box. ___
Securities Act registration statement file number to which this form relates:
333-75385
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 NOT APPLICABLE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class)
<PAGE>
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The securities to be registered hereunder are common stock, par value $0.01
per share (the "Common Stock") of Princeton eCom Corporation (the "Registrant").
A description of the Common Stock is set forth under the caption "Description of
Capital Stock" contained in the prospectus forming a part of the Registrant's
Registration Statement on Form S-1 (the "Registration Statement") (File No.
333-75385) initially filed with the Securities and Exchange Commission on March
31, 1999. Such description, and as it may be subsequently amended, is
incorporated herein by reference.
Item 2. EXHIBITS.
The following exhibits are filed as a part of this Registration Statement:
EXHIBIT
NO. DESCRIPTION
------- -----------
1. Certificate of Incorporation, as amended, of Princeton
eCom Corporation, incorporated herein by reference to
Exhibit 3(i)(1) to the Registration Statement.
2. Amended and Restated Certificate of Incorporation of
Princeton eCom Corporation, incorporated herein by
reference to Exhibit 3(i)(2) to the Registration
Statement.
3. Amended and Restated Bylaws of Princeton eCom
Corporation, incorporated herein by reference to
Exhibit 3(ii)(1) to the Registration Statement.
4. Second Amended and Restated Bylaws of Princeton eCom
Corporation, incorporated herein by reference to
Exhibit 3(ii)(2) to the Registration Statement.
5. Specimen Stock Certificate, incorporated herein by
reference to Exhibit 4.1 to the Registration
Statement.
6. Voting Agreement between Billing Concepts Corp.,
Princeton eCom Corporation, Donald C. Licciardello and
the Licciardello Family Limited Partnership,
incorporated herein by reference to Exhibit 10.7 to
the Registration Statement.
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<PAGE>
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.
PRINCETON ECOM CORPORATION
Date: May 27, 1999 By: /s/ CHRISTOPHER S. SUGDEN
------------------------------------------
Christopher S. Sugden
Senior Vice President and
Chief Financial Officer
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<PAGE>
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NO. DESCRIPTION NUMBERED PAGE
- ----------- ----------- -------------
1. Certificate of Incorporation, as amended, of
Princeton eCom Corporation, incorporated herein by
reference to Exhibit 3(i)(1) to the Registration
Statement.
2. Amended and Restated Certificate of Incorporation
of Princeton eCom Corporation, incorporated herein
by reference to Exhibit 3(i)(2) to the
Registration Statement.
3. Amended and Restated Bylaws of Princeton eCom
Corporation, incorporated herein by reference to
Exhibit 3(ii)(1) to the Registration Statement.
4. Second Amended and Restated Bylaws of Princeton
eCom Corporation, incorporated herein by reference
to Exhibit 3(ii)(2) to the Registration Statement.
5. Specimen Stock Certificate, incorporated herein by
reference to Exhibit 4.1 to the Registration
Statement.
6. Voting Agreement between Billing Concepts Corp.,
Princeton eCom Corporation, Donald C. Licciardello
and the Licciardello Family Limited Partnership,
incorporated herein by reference to Exhibit 10.7
to the Registration Statement.
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