<PAGE>
As filed with the Securities and Exchange Commission on June 15, 1999
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
ACTIVE SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3232772
(State of incorporation or organization) (IRS Employer
Identification No.)
3333 Octavius Drive, Santa Clara, CA 95054
(Address of principal executive offices) (Zip Code)
<TABLE>
<S> <C>
If this form relates to the registration of a If this form relates to the registration
class of securities pursuant to Section 12(b) of a class of securities pursuant to
of the Exchange Act and is effective pursuant Section 12(g) of the Exchange Act and is
to General Instruction A.(c), check the effective pursuant to General
following box. [_] Instruction A.(d), check the following box. [X]
</TABLE>
Securities Act registration statement file number to which
this form relates: S-1
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
<S> <C>
None None
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001
------------------------------
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
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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. 333-80549).
Item 2. Exhibits
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The following exhibits are filed as a part of this Registration Statement:
1. Form of Amended and Restated Certificate of Incorporation of the
Registrant in effect prior to completion of the Registrant's initial public
offering - incorporated herein by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (registration no. 333-80549).
2. Form of Certificate of Amendment to Certificate of Incorporation of
the Registrant to be filed and effective prior to completion of the Registrant's
initial public offering - incorporated herein by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1 (registration no. 333-80549).
3. Form of Amended and Restated Certificate of Incorporation of
the Registrant to be filed and effective upon completion of the Registrant's
initial public offering - incorporated herein by reference to Exhibit 3.3 to the
Registrant's Registration Statement on Form S-1 (registration no. 333-80549).
4. Bylaws of the Registrant - incorporated herein by reference to
Exhibit 3.4 to the Registrant's Registration Statement on Form S-1 (registration
no. 333-80549).
5. Form of the Registrant's common stock certificate - incorporated
herein by reference to Exhibit 4.1 to the Registrant's Registration Statement on
Form S-1 (registration no. 333-80549).
6. Amended and Restated Rights Agreement dated March 27, 1998, as
amended - incorporated herein by reference to Exhibit 10.7 to the Registrant's
Registration Statement on Form S-1 (registration no. 333-80549).
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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.
Date: June 14, 1999 ACTIVE SOFTWARE, INC.
By: /s/ Jon A. Bode
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Jon A. Bode, Vice President and Chief
Financial Officer
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