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UNITED STATES
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
OnDisplay, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 68-0391052
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
OnDisplay, Inc.
12667 Alcosta Blvd., Suite 300
San Ramon, CA 94583
(925) 355-3200
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(Address of principal executive offices) (Zip Code)
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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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), 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), check the following box. [ X ]
Securities Act registration statement file number to which this form relates:
333-86889
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
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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 information contained in the
section titled "Description of Capital Stock" in the Registrant's
Registration Statement on Form S-1, (File No. 333-86889) (the
"Form S-1 Registration Statement").
ITEM 2. EXHIBITS
The following exhibits are filed as part of this registration
statement:
3.1(a) *Amended and Restated Certificate of Incorporation of
Registrant, as currently in effect.
3.1(b) *Form of Certificate of Incorporation to be filed after
the closing of the offering made under the S-1
Registration Statement.
4.1(a) *Bylaws of Registrant as currently in effect.
4.1(b) *Bylaws of the Registrant as in effect upon completion of
the offering under the S-1 Registration Statement.
4.1(c) Specimen certificate for Registrant's Common Stock.
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*Incorporated by reference to the corresponding exhibit filed with 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 registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
Date: December 9, 1999 OnDisplay, Inc.
By: /S/ Mario M. Rosati
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Mario M. Rosati
Secretary
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INDEX TO EXHIBITS
NUMBER DESCRIPTION
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3.1(a) *Amended and Restated Certificate of Incorporation of
Registrant, as currently in effect.
3.1(b) *Form of Certificate of Incorporation to be filed after
the closing of the offering made under the S-1
Registration Statement.
4.1(a) *Bylaws of Registrant as currently in effect.
4.1(b) *Bylaws of the Registrant as in effect upon completion of
the offering under the S-1 Registration Statement.
4.1(c) Specimen certificate for Registrant's Common Stock.
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*Incorporated by reference to the corresponding exhibit filed with the Form S-1
Registration Statement.
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COMMON STOCK COMMON STOCK
OND ONDISPLAY(R)
THIS CERTIFICATE IS TRANSFERABLE IN
NEW YORK, NY OR RIDGEFIELD PARK, NJ
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
SEE REVERSE FOR CERTAIN DEFINITIONS AND A STATEMENT AS TO THE RIGHTS,
PREFERENCES, PRIVILEGES AND RESTRICTIONS ON SHARES
CUSIP D82321 10 0
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK,
$.001 PAR VALUE PER SHARE, OF
ONDISPLAY, INC.
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this certificate properly
endorsed. This certificate is not valid until countersigned and registered by
the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
/s/ MARIO M. ROSATI [SEAL] /s/ MARK PINE
SECRETARY CHIEF EXECUTIVE OFFICER AND PRESIDENT
COUNTERSIGNED AND REGISTERED:
CHASEMELLON SHAREHOLDER SERVICES L.L.C.
TRANSFER AGENT AND REGISTRAR
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ONDISPLAY, INC.
A statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights as established, from time to time, by the Certificate
of Incorporation of the Corporation and by any certificate of determination,
the number of shares constituting each class and series, and the designations
thereof, may be obtained by the holder hereof upon request and without charge
at the principal office of the Corporation.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- ...................Custodian...............
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act........................................
in common (State)
UNIF TRF MIN ACT -- .............Custodian (until age.........)
(Cust)
....................under Uniform Transfers
(Minor)
to Minors Act..............................
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED,___________________________hereby sell(s), assign(s)
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
_______________________________________________________________________________
_______________________________________________________________________________
________________________________________________________________________ Shares
of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.
Dated________________________
X_______________________________________________
X_______________________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.
Signature(s) Guaranteed
By___________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS
WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.
