<PAGE> 1
As filed with the Securities and Exchange Commission on March 24, 2000
Registration No. 333-95619
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
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
----------------------------------------
WEBSENSE, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 51-0380839
- ----------------------------- ---------------------------------
(State of Incorporation (IRS Employer Identification No.)
or Organization)
10240 SORRENTO VALLEY ROAD
SAN DIEGO, CALIFORNIA 92121
(Address of Principal Executive Offices) (Zip Code)
<TABLE>
<S> <C>
If this form relates to the registration of If this form relates to the
a class of securities pursuant to Section registration of a class of securities
12(b) of the Exchange Act and is effective pursuant to Section 12(g) of the
pursuant to General Instruction A.(c), Exchange Act and is effective pursuant to
please check the following box. [ ] General Instruction A.(d), please check the
following box. [X]
</TABLE>
Securities Act Registration Statement File Number to which this form
relates: 333-95619
---------
(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
<S> <C>
Not Applicable Not Applicable
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
- --------------------------------------------------------------------------------
(Title of class)
<PAGE> 2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
See "Description of Capital Stock" in our Registration Statement on Form
S-1 (Registration No. 333-95619) filed with the Securities and Exchange
Commission (the "Commission") on January 28, 2000 as amended on March 3, 2000
and by any other amendments to such Registration Statement on Form S-1 made
prior to the effective date (collectively, the "Registration Statement"), each
of which is hereby incorporated herein by reference. The form of Prospectus
filed by us pursuant to Rule 424(b) promulgated under the Securities Act of
1933, as amended, shall be deemed to be incorporated by reference into the
Registration Statement.
ITEM 2. EXHIBITS.
The following exhibits to this Registration Statement on Form 8-A are
incorporated by reference to the documents specified, which have been or will be
filed with the Commission:
1. Form of Amended and Restated Certificate of Incorporation to
become effective simultaneously with the completion of the
offering of shares of our Common Stock, filed as Exhibit 3.2 to
the Registration Statement.
2. Form of Restated Bylaws to become effective simultaneously with
the completion of the offering of shares of our Common Stock,
filed as Exhibit 3.4 to the Registration Statement.
3. Form of Certificate for Common Stock, filed as Exhibit 4.1 to
the Registration Statement.
4. Amended and Restated Registration Rights Agreement, filed as
Exhibit 10.1 to the Registration Statement.
<PAGE> 3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement on Form
8-A to be signed on its behalf by the undersigned, thereto duly authorized.
WEBSENSE, INC.
Date: March 24, 2000 By: /s/ CARRIE E. CARLANDER
---------------------------------
Carrie E. Carlander
Corporate Secretary, VP Finance
<PAGE> 4
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM 8-A
UNDER
SECURITIES EXCHANGE ACT OF 1934
WEBSENSE, INC.
<PAGE> 5
EXHIBIT INDEX
The following exhibits to this Registration Statement on Form 8-A are
incorporated by reference to the documents specified which have been or will be
filed with the Commission:
Exhibit
Number Exhibit
------ -------
1. Form of Amended and Restated Certificate of Incorporation to
become effective simultaneously with the completion of the
offering of shares of our Common Stock, filed as Exhibit 3.2 to
the Registration Statement.
2. Form of Restated Bylaws to become effective simultaneously with
the completion of the offering of shares of our Common Stock,
filed as Exhibit 3.4 to the Registration Statement.
3. Form of Certificate for Common Stock, filed as Exhibit 4.1 to the
Registration Statement.
4. Amended and Restated Registration Rights Agreement, filed as
Exhibit 10.1 to the Registration Statement.
