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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
INTERTRUST TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 52-1672106
(State of Incorporation or Organization) (I.R.S. Employer
Identification Number)
460 Oakmead Parkway
Sunnyvale, California 94086
(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the registration of a class of If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange securities pursuant to Section 12(g) of the Exchange Act
Act and is effective pursuant to General Instruction and is effective pursuant to General Instruction A.(d),
A.(c), please check the following box. [_] please check the following box. [X]
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Securities Act registration statement file number to which this form relates:
333-84033
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(If applicable)
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, $0.001 par value
(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
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Incorporated herein by reference to the Description of Capital Stock
section of the Company's Registration Statement on Form S-1 (File No.
333-84033).
Item 2. Exhibits.
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Exhibit
Number Description
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3.1* Fifth Amended and Restated Certificate of Incorporation of the
Registrant.
3.2* Form of Sixth Amended and Restated Certificate of
Incorporation to be filed upon the closing of the offering
made under the Registration Statement.
3.3* Bylaws of the Registrant.
3.4* Amended and Restated Bylaws of the Registrant to be effective
upon the closing of the offering made under the Registration
Statement.
4.2* Form of Registrant's Common Stock certificate.
4.3* Form of Registration Rights under select Convertible
Promissory Notes.
4.4* Form of Registration Rights under select Class A Common Stock
Purchase Agreements.
4.5* Form of Series A Preferred Stock Registration Rights.
4.6* Form of Series B, C, D and E Preferred Stock Registration
Rights.
4.7* Form of Registration Rights found in Class B Non-Voting Common
Stock Warrant.
*Incorporated herein by reference to the exhibits of the same number in the
Registrant's Registration Statement on Form S-1.
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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.
INTERTRUST TECHNOLOGIES CORPORATION
Date: August 10, 1999 By: /s/ Victor Shear
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Victor Shear
Chief Executive Officer
