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As filed with the Securities and Exchange Commission on December 6, 1999
Total Number of Pages - 4
Index to Exhibits at Page - 4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PREVIEW SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0485517
(State of incorporation or organization) (IRS Employer
Identification No.)
1601 South DeAnza Boulevard, Suite 100
Cupertino, CA 95014
(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
securities pursuant to Section 12(b) of the Exchange class of securities pursuant to Section 12(g) of
Act and is effective pursuant to General Instruction the Exchange Act and is effective pursuant to
A.(c), check the following box. [_] General Instruction A.(d), check the following
box. [x]
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Securities Act registration statement file number to which this form relates:
333-87181 (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
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock $.0002 per Share
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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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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, as amended (SEC File No. 333-87181) (the "Form S-1
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Registration Statement").
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Item 2. Exhibits
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The following exhibits are filed as a part of this Registration
Statement:
1.1 Specimen certificate for Registrant's Common Stock --
incorporated herein by reference to Exhibit 4.1 to the Form
S-1 Registration Statement.
2.1 Fourth Amended and Restated Certificate of Incorporation --
incorporated herein by reference to Exhibit 3.1 to the Form
S-1 Registration Statement.
2.2 Form of Fifth Amended and Restated Certificate of
Incorporation to be filed with the Delaware Secretary of
State and become effective prior to the effectiveness of the
Form S-1 Registration Statement -- incorporated herein by
reference to Exhibit 3.2 to the Form S-1 Registration
Statement.
2.3 Form of Sixth Amended and Restated Certificate of
Incorporation to be filed with the Delaware Secretary of
State and become effective upon the effectiveness of the
Form S-1 Registration Statement -- incorporated herein by
reference to Exhibit 3.3 to the Form S-1 Registration
Statement.
2.4 Bylaws -- incorporated herein by reference to Exhibit 3.4 to
the Form S-1 Registration Statement.
2.5 Form of Amended and Restated Bylaws to be adopted upon the
effectiveness of the Form S-1 Registration Statement --
incorporated herein by reference to Exhibit 3.5 to the Form
S-1 Registration Statement.
2.6 (a) Second Amended and Restated Rights Agreement between the
Registrant and certain holders of the Registrant's
securities dated July 2, 1999 -- incorporated herein by
reference to Exhibit 10.8(a) to the Form S-1 Registration
Statement.
(b) Amendment to Second Amended and Restated Rights
Agreement between the Registrant and certain holders of the
Registrant's securities dated September 14, 1999 --
incorporated herein by reference to Exhibit 10.8(b) to the
Form S-1 Registration Statement.
(c) Form of Third Amended and Restated Rights Agreement
between the Registrant and certain holders of the
Registrant's Securities, expected to be entered into prior
to the completion of the Registrant's initial public
offering -- incorporated herein by reference to
Exhibit 10.8(c) to the Form S-1 Registration Statement.
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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 Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
Date: December 6, 1999 PREVIEW SYSTEMS, INC.
By:/s/ Vincent Pluvinage
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Vincent Pluvinage,
President and Chief Executive Officer
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INDEX TO EXHIBITS
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Sequentially
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Exhibit No. Description Numbered Page
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1.1 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 Fourth 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 Fifth Amended and Restated Certificate of Incorporated by reference
Incorporation to be filed with the Delaware Secretary of
State and become effective prior to the effectiveness of
the Form S-1 Registration Statement -- incorporated herein
by reference to Exhibit 3.2 to the Form S-1 Registration
Statement.
2.3 Form of Sixth Amended and Restated Certificate of Incorporated by reference
Incorporation to be filed with the Delaware Secretary of
State and become effective upon the effectiveness of the
Form S-1 Registration Statement -- incorporated herein by
reference to Exhibit 3.3 to the Form S-1 Registration
Statement.
2.4 Bylaws -- incorporated herein by reference to Exhibit 3.4 Incorporated by reference
to the Form S-1 Registration Statement.
2.5 Form of Amended and Restated Bylaws to be adopted upon the Incorporated by reference
effectiveness of the Form S-1 Registration Statement --
incorporated herein by reference to Exhibit 3.5 to the
Form S-1 Registration Statement.
2.6 (a) Second Amended and Restated Rights Agreement between Incorporated by reference
the Registrant and certain holders of the Registrant's
securities dated July 2, 1999 -- incorporated herein by
reference to Exhibit 10.8(a) to the Form S-1 Registration
Statement.
(b) Amendment to Second Amended and Restated Rights Incorporated by reference
Agreement between the Registrant and certain holders of
the Registrant's securities dated September 14, 1999 --
incorporated herein by reference to Exhibit 10.8(b) to the
Form S-1 Registration Statement.
(c) Form of Third Amended and Restated Rights Agreement Incorporated by reference
between the Registrant and certain holders of the
Registrant's Securities, expected to be entered into
prior to the completion of the Registrant's initial public
offering -- incorporated herein by reference to
Exhibit 10.8(c) to the Form S-1 Registration statement.
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