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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
MINDARROW SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0511097
(State of incorporation) (I.R.S. Employer Identification No.)
101 Enterprise
Suite 340
Aliso Viejo, CA 92656
(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
Not applicable None
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: 333-91819
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.
The securities to be registered hereunder are the shares of common
stock, par value $0.001 per share (the "Common Stock"), of MindArrow Systems,
Inc. (the "Registrant"). A description of the Registrant's Common Stock is
incorporated by reference to the Company's Prospectus included in the Company's
Registration Statement on Form S-1, as amended (Commission File No. 333-91819)
filed with the Securities and Exchange Commission (the "Form S-1").
Item 2. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
1. Certificate of Incorporation, dated as of March 31,
2000, of the Registrant incorporated by reference to Exhibit 3.1
to Form S-1.
2. Bylaws of the Registrant incorporated by reference
to Exhibit 3.2 to Form S-1.
3. Amended And Restated Investor Rights Agreement of
the Registrant incorporated by reference to Exhibit 4.1 to
Form S-1.
4. Form of Registrant's Specimen Common Stock
Certificate incorporated by reference to Exhibit 4.2 to Form S-1.
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.
MINDARROW SYSTEMS, INC.
Date: July 25, 2000 By: /s/ Robert I. Webber
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Robert I. Webber
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit Description
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1 Certificate of Incorporation, dated as of March 31, 2000, of
the Registrant incorporated by reference to Exhibit 3.1 to
Form S-1.
2 Bylaws of the Registrant incorporated by reference to Exhibit
3.2 to Form S-1.
3 Amended And Restated Investor Rights Agreement of the
Registrant incorporated by reference to Exhibit 4.1 to Form
S-1.
4 Form of Registrant's Specimen Common Stock Certificate
incorporated by reference to Exhibit 4.2 to Form S-1.
