<PAGE>
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
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
ClearCommerce Corporation
--------------------------------------------------------------------------------
(Exact Name of Registrant as specified in its charter)
Delaware 74-2760053
--------------------------------------------------------------------------------
(State of Incorporation or organization) (IRS Employer I.D. No.)
11500 Metric Boulevard, Suite 300, Austin, TX 78758
--------------------------------------------------------------------------------
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
--------------------------------------------------------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
--------------------------------------------------------------------------------
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 (if
applicable): 333-31878
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
-------------------------------------------------------
Incorporated by reference to the information set forth in the
section entitled "Description of Capital Stock" in Registrant's
Registration Statement on Form S-1 filed on March 7, 2000, and
as amended (SEC File No. 333-31878) (the "S-1 Registration
Statement").
Item 2. Exhibits
--------
The following exhibits are filed as a part of this registration
statement:
1. (1) Specimen certificate for Registrant's Common Stock;
2. (2) Certificate of Incorporation, as currently in effect;
3. (3) Form of Amended and Restated Certificate of Incorporation of the
Registrant to become effective upon completion of the
Registrant's initial public offering made under the S-1
Registration Statement;
4. (4) Bylaws, as currently in effect;
5. (5) Form of Amended and Restated Bylaws of the Registrant to become
effective upon completion of the Registrant's initial
public offering made under the S-1 Registration
Statement;
6. (6) 1997 Stock Option/Stock Issuance Plan, as amended, including
form of agreements thereunder;
7. (7) 2000 Stock Plan and form of agreements thereunder;
8. (8) 2000 Director Option Plan and form of agreements thereunder;
9. (9) Third Amended and Restated Investors Rights Agreement, dated
December 31, 1999, by and among the Registrant and
certain stockholders of ClearCommerce Corporation, as
amended;
__________________
(1) Incorporated by reference to Exhibit 4.3 to the S-1 Registration
Statement.
(2) Incorporated by reference to Exhibits 3.1.1 and 3.1.2 to the S-1
Registration Statement.
(3) Incorporated by reference to Exhibit 3.1.3 to the S-1 Registration
Statement.
(4) Incorporated by reference to Exhibit 3.2.1 to the S-1 Registration
Statement.
-2-
<PAGE>
(5) Incorporated by reference to Exhibit 3.2.2 to the S-1 Registration
Statement.
(6) Incorporated by reference to Exhibits 10.2.1, 10.2.2 and 10.2.3 to the
S-1 Registration Statement.
(7) Incorporated by reference to Exhibit 10.3, 10.3.1 and 10.3.2 to the S-1
Registration Statement.
(8) Incorporated by reference to Exhibit 10.4 and 10.4.1 to the S-1
Registration Statement.
(9) Incorporated by reference to Exhibit 4.4 to the S-1 Registration
Statement.
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: September 20, 2000
ClearCommerce Corporation
By: /s/ MICHAEL S. GRAJEDA
--------------------------------
Michael S. Grajeda, Chief Financial
Officer and Secretary
--------------------------------------------------------------------------------
-3-
<PAGE>
<TABLE>
<CAPTION>
Index to Exhibits
----------------------------------------------------------------------------------------------------------------
<C> <S> <C>
1. Specimen Certificate of Registrant's Common Stock................................... Incorporated by
Reference
2. Certificate of Incorporation........................................................ Incorporated by
Reference
3. Form of Amended and Restated Certificate of Incorporation of the Registrant to
become effective upon completion of the Registrant's initial public offering........ Incorporated by
Reference
4. Bylaws.............................................................................. Incorporated by
Reference
5. Form of Amended and Restated Bylaws of the Registrant to become effective upon Incorporated by
completion of the Registrant's initial public offering.............................. Reference
6. 1997 Stock Option/Stock Issuance Plan, as amended, including form of agreements Incorporated by
thereunder.......................................................................... Reference
7. 2000 Stock Plan and form of agreements thereunder................................... Incorporated by
Reference
8. 2000 Director Option Plan and form of agreements thereunder......................... Incorporated by
Reference
9. Third Amended and Restated Investors Rights Agreement, dated December 31, 1999, by
and among the Registrant and certain stockholders of ClearCommerce Corporation, as Incorporated by
amended............................................................................. Reference
</TABLE>
-4-
