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As filed with the Securities and Exchange Commission on April 23, 1999
Total Number of Pages - 4
Index to Exhibits at Page - 4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PERSISTENCE SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 94-3138935
(State of incorporation or organization) (IRS Employer
Identification No.)
1720 SOUTH AMPHLETT BLVD.
SAN MATEO, CA 94402
(Address of principal executive offices) (Zip Code)
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If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section 12(b) class of securities pursuant to Section
of the Exchange Act and is effective 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(c), pursuant to General Instruction A.(d),
check the following box. [ ] check the following box. [X]
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Securities Act registration statement file number to which this form relates:
333-_______(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
None None
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Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.001 PER SHARE
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
Incorporated by reference to the information set forth under the caption
"Description of Capital Stock" in the Registrant's Registration Statement on
Form S-1 (SEC File No. 333-76867) (the "Form S-1 Registration Statement").
Item 2. Exhibits
The following exhibits are filed as a part of this Registration Statement:
1.* Specimen certificate for Registrant's Common Stock -- incorporated
herein by reference to Exhibit 4.1 to the Form S-1 Registration
Statement.
2.1 Amended and Restated Articles of Incorporation, as currently in effect
-- incorporated herein by reference to Exhibit 3.1 to the Form S-1
Registration Statement.
2.2 Form of Amended and Restated Certificate of Incorporation, to be filed
immediately after the closing of the offering for which the Company is
seeking registration on the Form S-1 Registration Statement --
incorporated herein by reference to Exhibit 3.2 to the Form S-1
Registration Statement.
2.3 Amended and Restated Bylaws -- incorporated herein by reference to
Exhibit 3.3 to the Form S-1 Registration Statement.
2.4* Amended and Restated Bylaws, to be effective immediately after the
closing of the offering for which the Company is seeking registration
on the Form S-1 Registration Statement -- incorporated herein by
reference to Exhibit 3.4 to the Form S-1 Registration Statement.
2.5 Fifth Amended and Restated Investor Rights Agreement dated February
19, 1999 between the Registrant and certain holders of the
Registrant's securities -- incorporated herein by reference to Exhibit
10.2 to the Form S-1 Registration Statement.
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* To be filed by amendment.
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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.
Date: April 23, 1999 PERSISTENCE SOFTWARE, INC.
By: /s/ Christine Russell
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Christine Russell, Chief Financial Officer
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INDEX TO EXHIBITS
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Sequentially
Exhibit No. Description Numbered Page
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1.* Specimen certificate for Registrant's Common Stock --
Incorporated by reference incorporated herein by reference
to Exhibit 4.1 to the Form S-1 Registration Statement.
2.1 Amended and Restated Certificate of Incorporation-- Incorporated by reference
incorporated herein by reference to Exhibit 3.1 to the
Form S-1 Registration Statement.
2.2 Form of Amended and Restated Certificate of Incorporation, Incorporated by reference
to be filed immediately after the closing of the offering
for which the Company is seeking registration on the Form
S-1 Registration Statement-- incorporated herein by
reference to Exhibit 3.2 to the Form S-1 Registration
Statement.
2.3 Amended and Restated Bylaws-- incorporated herein by Incorporated by reference
reference to Exhibit 3.3 to the Form S-1 Registration
Statement.
2.4* Amended and Restated Bylaws, to be effective immediately
Incorporated by reference after the closing of the offering
for which the Company is seeking registration on the Form
S-1 Registration Statement -- incorporated herein by
reference to Exhibit 3.4 to the Form S-1 Registration
Statement.
2.5 Fifth Amended and Restated Investor Rights Agreement dated Incorporated by reference
February 19, 1999 between the Registrant and certain
holders of the Registrant's securities-- incorporated
herein by reference to Exhibit 10.2 to the Form S-1
Registration Statement.
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* To be filed by amendment.
