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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
AMENDED
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Opus360 Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-4023714
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
39 West 13th Street, 3rd Floor, New York, New York 10011
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to If this form relates to the
the registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Exchange Section 12(g) of the Exchange
Act and is effective pursuant Act and is effective pursuant
to General Instruction to General Instruction A.(d),
A.(c), please check the please check the following box. /x/
following box. / /
Securities Act registration statement file number to which this form
relates: 333-93185
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>
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</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share
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(Title of Class)
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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.
The description under the heading "Description of Capital Stock"
relating to the Registrant's Common Stock, $0.001 par value per share, in
the Prospectus included in the Registrant's Registration Statement on
Form S-1 filed with the Securities and Exchange Commission (the
"Registration Statement on Form S-1") (File No. 333-93185), as amended from
time to time, is incorporated herein by reference.
ITEM 2. EXHIBITS.
The following exhibits are filed herewith (or incorporated by reference
as indicated below):
1. Certificate of Incorporation of the Registrant incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement on
Form S-1.
2. Certificate of Merger dated January 19, 2000 relating to the
acquisition of Ithority Corporation incorporated by reference to
Exhibit 3.1A of the Company's Registration Statement on Form S-1.
3. Certificate of Merger dated February 24, 2000 relating to the
acquisition of PeopleMover, Inc. incorporated by reference to Exhibit
3.1B of the Company's Registration Statement on Form S-1.
4. Certificate of Amendment to Certificate of Incorporation of the
Registrant incorporated by reference to Exhibit 3.1C of the Company's
Registration Statement on Form S-1.
5. Form of Amended and Restated Certificate of Incorporation of the
Registrant incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-1.
6. Bylaws of the Registrant incorporated by reference to Exhibit 3.3 to
Company's Registration Statement on Form S-1.
7. Amended Bylaws of the Registrant incorporated by reference to Exhibit
3.4 to the Company's Registration Statement on Form S-1.
8. Certificate for Shares incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on 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.
Opus360 Corporation
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(Registrant)
Date April 3, 2000 By /s/ Richard McCann
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Richard McCann
Chief Financial Officer
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