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FORM 8-A
Washington, D.C. 20549
For registration of certain classes of securities
Pursuant to section 12(b) or (g) of the
Securities Exchange Act of 1934
INFORTE CORP.
(Exact name of registrant as specified in its charter)
Delaware 36-3909334
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
150. N. Michigan Avenue, Suite 3400,
Chicago, Illinois 60601
(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
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(b) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [_]
Securities Act registration statement file number to which this form relates:
333-92325
(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act.
Common Stock, $.001 par value
(Title of class)
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1. Description of Registrant's Securities to be Registered.
The Registrant hereby incorporates by reference herein the description
of the Registrant's Common Stock, in the Prospectus contained in the
Registrant's Registration Statement on Form S-1, as filed with the Securities
and Exchange Commission on December 8, 1999 under Commission File No. 333-92325
(as amended from time to time, the "Registration Statement"), and as such
section may be amended at the time the Registration Statement is declared
effective. The form of the Company's Articles of Incorporation and By-laws are
filed as Exhibit 3.1 and 3.2, respectively, to the Registration Statement.
2. Exhibits
The following exhibits are filed as part of the Registration
Statement.
2(a) Amendment No. 2 to the Registration Statement, as filed with the
Securities and Exchange Commission on January 31, 2000,
incorporated herein by reference.
2(b) Articles of Incorporation./1/
2(c) Bylaws./2/
2(d) Copy of form of stock certificate for the Registrant's Common
Stock.
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/1/ Incorporated herein by reference to Exhibit 3.1 of the Registration
Statement No. 333-92325 filed with the Securities and Exchange
Commission on December 8, 1999.
/2/ Incorporated herein by reference to Exhibit 3.2 of the Registration
Statement No. 333-92325 filed with the Securities and Exchange
Commission on December 8, 1999.
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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.
Date: January 31, 2000
INFORTE CORP.
By: /s/ Nick Padgett
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Name: Nick Padgett
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Its: CFO
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(Print the name and title of the signing
officer under his signature)
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Exhibit 2(d)
INFORTE CORP.
Incorporated under the laws of the state of Delaware
Number Shares
IN See reverse for certain definitions
CUSIP 45677R 10 7
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK,
$.001 PAR VALUE PER SHARE, OF
INFORTE CORP.
transferable only on the books of the Corporation in person or by attorney upon
surrender of this Certificate properly endorsed. This Certificate is not valid
unless countersigned and registered by the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and signatures of its duly
authorized officers.
Dated:
/s/ [SEAL] /s/ Philip S. Bligh
Chairman and Chief Executive Officer
countersigned and registered:
transfer agent and registrar
authorized signature
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INFORTE CORP.
The Corporation is authorized to issue Common Stock and Preferred Stock. The
Board of Directors of the corporation has authority to fix the number of shares
and the designation of any series of Preferred Stock and to determine or alter
the rights, preferences, privileges, and restrictions granted to or imposed upon
any unissued series of Preferred Stock.
This certificate and the shares represented hereby shall be subject to all of
the provisions of the Certificate of Incorporation and Bylaws of this
Corporation and of the amendments thereto, by all of which the holder by
acceptance hereof is bound. The Corporation will furnish without charge to the
holders upon request a statement of the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights as established, from time to time, by the Certificate
of Incorporation and by any certificate of designation, and the number of shares
constituting each such class and series. Any request should be made at the
principal office of the Corporation.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT............Custodian............
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
- survivorship and not as tenants Act............................
in common (State)
UNIF TRF MIN ACT.......Custodian (unit age).......)
(Cust)
.............under Uniform Transfers
(Minor)
to Minors Act.......................
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
For value received, _________________________hereby sell, assign and transfer
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)
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__________________________________________________________________________Shares
of the Common Stock represented by the within Certificate and do hereby
irrevocably constitute and appoint
________________________________________________________________________Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated:___________________
_______________________________________
NOTICE: This signature to this assignments must
correspond with the name as written upon the
face of the certificate, in every particular,
without alternation or enlargement or any
change whatever.
SIGNATURE(S) GUARANTEED:___________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
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