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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CENTRA SOFTWARE, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 04-3268918
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(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
430 BEDFORD STREET
LEXINGTON, MASSACHUSETTS 02140
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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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:
333-89817
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(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
NONE NONE
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Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.001 PAR VALUE
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(TITLE OF CLASS)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
We have provided the information required by Item 202 of Regulation S-K
under the heading "Description of Capital Stock" in our registration statement
on Form S-1, registration no. 333-89817, as initially filed with the SEC on
October 27, 1999 and as may be amended after the date of filing of this
registration statement on Form 8-A. We incorporate that information by reference
in this registration statement on Form 8-A.
ITEM 2. EXHIBITS.
We have filed or will file the following documents as exhibits to our
registration statement on Form S-1, registration no. 333-89817, as initially
filed with the SEC on October 27, 1999 and as may be amended after the date
of filing of this registration statement on Form 8-A. We incorporate these
exhibits by reference in this registration statement on Form 8-A from the
indicated exhibits in our registration statement on Form S-1.
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<CAPTION>
WE INCORPORATE THIS
DOCUMENT BY REFERENCE
EXHIBIT TO THE FOLLOWING
NO. EXHIBIT IN OUR FORM S-1
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<S> <C> <C>
1 Certificate of Incorporation of Centra Software, Inc., as amended 3.1
2 Proposed form of Amended and Restated Certificate of Incorporation of
Centra Software, Inc. (to become effective as of the closing of the
offering contemplated by the Registration Statement on Form S-1) 3.2
3 By-Laws of Centra Software, Inc. 3.3
4 Form of Amended and Restated By-Laws of Centra Software, Inc. (to
become effective as of the closing of the offering contemplated by the
Registration Statement on Form S-1) 3.4
5 Specimen certificate for common stock of Centra Software, Inc. 4.1
6 Fourth Amended and Restated Investors' Rights Agreement, dated
April 21, 1999, by and among Centra Software, Inc., Leon Navickas and
the person and entities listed therein, as amended 10.12
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, Centra Software, Inc. has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
CENTRA SOFTWARE, INC.
Date: October 28, 1999 By: /s/ Leon Navickas
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Chief Executive Officer
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