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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
Mediaplex, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 94-3295822
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(State of Incorporation) (I.R.S. Employer Identification No.)
131 Steuart Street, Fourth Floor, San Francisco, California 94105-1230
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(Address of principal executive offices) (ZIP Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [_]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [X]
Securities Act registration statement file number to which this form relates (if
applicable): 333-86459
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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
None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.0001 per share
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(Title of class)
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Information Required in Registration Statement
Item 1. Description of Registrant's Securities to be Registered
Incorporated by reference to the "Description of Capital
Stock" section of the Registrant's Registration Statement on
Form S-1 filed with the Securities and Exchange Commission on
September 2, 1999, as amended on September 16, 1999 and
October 8, 1999 (Registration No. 333-86459) (the
"Registration Statement").
Item 2. Exhibits
The following exhibits are filed as part of this registration
statement (all of which are incorporated by reference to the
corresponding exhibit as filed with the Registration
Statement):
Exhibit
Number Description
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3.1/1/ Form of Amended and Restated Certificate of Incorporation to
be in effect after the closing of the offering made under the
Registration Statement.
3.2/1/ Form of Bylaws to be in effect after the closing of the
offering made under the Registration Statement.
4.5/2/ Specimen Common Stock Certificate.
10.2/1/ Amended and Restated 1999 Stock Plan and form of agreements
thereunder.
10.3/1/ 1999 Employee Stock Purchase Plan and form of agreements
thereunder.
10.4/1/ 1997 Stock Plan and form of agreements thereunder.
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/1/ Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (File No. 333-86459), filed on September 2, 1999.
/2/ Incorporated by reference to the Registrant's Amendment No. 2 to
Registration Statement on Form S-1 (File No. 333-86459), filed on October
8, 1999.
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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.
Dated: October 12, 1999 Mediaplex, Inc.
By: /s/ Sandra L. Abbott
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Sandra L. Abbott
Senior Vice President,
Chief Financial Officer
and Secretary
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Index to Exhibits
Exhibit
Number Description
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3.1/1/ Form of Amended and Restated Certificate of Incorporation to
be in effect after the closing of the offering made under the
Registration Statement.
3.2/1/ Form of Bylaws to be in effect after the closing of the
offering made under the Registration Statement.
4.5/2/ Specimen Common Stock Certificate.
10.2/1/ Amended and Restated 1999 Stock Plan and form of agreements
thereunder.
10.3/1/ 1999 Employee Stock Purchase Plan and form of agreements
thereunder.
10.4/1/ 1997 Stock Plan and form of agreements thereunder.
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/1/ Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (File No. 333-86459), filed on September 2, 1999.
/2/ Incorporated by reference to the Registrant's Amendment No. 2 to
Registration Statement on Form S-1 (File No. 333-86459), filed on October
8, 1999.
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