SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SignalSoft Corporation
(Exact name of registrant as specified in its charter)
Delaware 84-1268226
(State of incorporation (IRS Employer
or organization) Identification No.)
1495 Canyon Boulevard
Boulder, Colorado 80302
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is to become effective pursuant to General
Instruction A.(c), please check the following box. /X/
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), please check the following box. / /
Securities Act registration statement file number to which this form relates:
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:
Common Stock Nasdaq National Market
$0.001 par value per share
Securities to be registered pursuant to Section 12(g)
of the Act:
None
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The information contained in Registrant's registration statement on Form
S-1 filed with the Securities and Exchange Commission on April 13, 2000 (SEC
File No. 333-34670), as amended (the "1933 Act Registration Statement"), in
particular the information contained therein under the captions "Prospectus
Summary" and "Description of Capital Stock," is hereby incorporated by
reference.
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<PAGE>
Item 2. Exhibits.
Listed below are all exhibits filed as a part of this registration
statement:
1. The specimen of the Common Stock Certificate filed as Exhibit
4.1 to the 1933 Act Registration Statement.
2. Constituent Instruments defining rights of holders of the Common
Stock:
a. The Amended and Restated Certificate of Incorporation
of Registrant filed as Exhibit 3.1 to the 1933 Act
Registration Statement.
b. The Bylaws of Registrant filed as Exhibit 3.2 of the
1933 Act Registration Statement.
3. The Investors' Rights Agreement dated as of August 1, 1996 by
and among SignalSoft Corporation, the Investors listed on
Exhibit A thereto, David Hose, Mark Flolid and Jim Fitch, as
amended filed as Exhibits 10.3, 10.4 and 10.5 to the 1933 Act
Registration Statement.
The above-referenced documents filed as exhibits to the 1933 Act Registration
Statement are hereby incorporated by reference pursuant to Rule12b-32 of the
Securities Exchange Act of 1934.
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<PAGE>
SIGNATURES
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.
SIGNALSOFT CORPORATION
By: /s/ Andrew M. Murray
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Name: Andrew M. Murray
Title: Senior Vice President of Finance, Chief
Financial Officer and Secretary-Treasurer
Date: July 28, 2000
