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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
eBenX, Inc.
(Exact name of registrant as specified in its charter)
Minnesota 41-1758843
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
5500 Wayzata Boulevard
Suite 1450
Minneapolis, Minnesota 55416-1241
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
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:
333-87985
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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Not Applicable Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
Incorporated herein by reference to the Description of Capital Stock
section of the Company's Registration Statement on Form S-1 (File No.
333-87985), as amended, which Registration Statement was filed on November 30,
1999.
Item 2. Exhibits.
Number Description
- ------ -----------
3.1* Fifth Amended and Restated Articles of Incorporation of the Company
(proposed to be effective immediately prior to the offering).
3.2* Amended and Restated Bylaws of the Company (proposed to be effective
immediately prior to the offering).
3.3* Fourth Amended and Restated Articles of Incorporation of the Company,
as amended (effective until immediately prior to the offering).
4.1* Form of Certificate of Common Stock of the Company.
* Incorporated by reference to the exhibit of the same number in the Company's
Registration Statement on Form S-1 (File No. 333-87985), as amended.
-2-
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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.
EBENX, INC.
Date: December 3, 1999
By /s/ Scott P. Halstead
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Scott P. Halstead
Chief Financial Officer
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EXHIBIT INDEX
Number Description
- ------ -----------
3.1* Fifth Amended and Restated Articles of Incorporation of the Company
(proposed to be effective immediately prior to the offering).
3.2* Amended and Restated Bylaws of the Company (proposed to be effective
immediately prior to the offering).
3.3* Fourth Amended and Restated Articles of Incorporation of the Company,
as amended (effective until immediately prior to the offering).
4.1* Form of Certificate of Common Stock of the Company.
* Incorporated by reference to the exhibit of the same number in the Company's
Registration Statement on Form S-1 (File No. 333-87985), as amended.
