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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Changepoint Corporation
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(Exact name of registrant as specified in its charter)
Ontario 98-0221417
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(Province of incorporation or organization) (I.R.S. Employer
Identification No.)
1595 Sixteenth Avenue, Suite 700, Richmond Hill, Ontario L4B 3N9
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(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 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 follow ing box.[x]
Securities Act registration statement file number to which this form relates:
333-31918
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 Shares, no par value
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the common shares, no par value, of
Changepoint Corporation, an Ontario corporation (the "Company"), set forth under
the caption "Description of Share Capital" in the Prospectus included in the
Company's Registration Statement on Form F-1 (File No. 333-31918), as amended,
initially filed by the Company on March 8, 2000, is incorporated herein by
reference.
ITEM 2. EXHIBITS
1.1 Articles of Amalgamation of the Company (filed as Exhibit 3.1
to the Registration Statement on Form F-1 of the Company
(File No. 333-31918) and incorporated herein by reference)
1.2 Articles of Amendment of the Company (filed as Exhibit 3.2 to
the Registration Statement on Form F-1 of the Company (File
No. 333- 31918) and incorporated herein by reference)
1.3 Second Articles of Amendment of the Company (filed as Exhibit
3.4 to the Registration Statement on Form F-1 of the Company
(File No. 333-31918) and incorporated herein by reference)
1.4 Form of Articles of Amalgamation of the Company to be
effective immediately prior to consummation of the
Registrant's initial public offering (filed as Exhibit 3.5 to
the Registration Statement on Form F-1 of the Company (File
No. 333-31918) and incorporated herein by reference)
1.5 By-laws of the Company (filed as Exhibit 3.3 to the
Registration Statement on Form F-1 of the Company (File No.
333-31918) and incorporated herein by reference)
1.6 Amended and Restated Registration Rights Agreement (filed as
Exhibit 10.1 to the Registration Statement on Form F-1 of the
Company (File No. 333-31918) and incorporated herein by refer
ence)
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1.7 Specimen Share Certificate (filed as Exhibit 4.1 to the
Registration Statement on Form F-1 of the Company (File No.
333-31918) and incorporated herein by reference)
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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, thereunto duly
authorized.
CHANGEPOINT CORPORATION
By: /s/ JOHN A. ANHANG
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Name: John A. Anhang
Title: Chief Financial Officer and
Vice President, Finance and
Administration, and Secretary
Dated: August 3, 2000
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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1.1 Articles of Amalgamation of the Company (filed as Exhibit 3.1
to the Registration Statement on Form F-1 of the Company
(File No. 333-31918) and incorporated herein by reference)
1.2 Articles of Amendment of the Company (filed as Exhibit 3.2 to
the Registration Statement on Form F-1 of the Company (File
No. 333-31918) and incorporated herein by reference)
1.3 Second Articles of Amendment of the Company (filed as Exhibit
3.4 to the Registration Statement on Form F-1 of the Company
(File No. 333-31918) and incorporated herein by reference)
1.4 Form of Articles of Amalgamation of the Company to be
effective immediately prior to consummation of the
Registrant's initial public offering (filed as Exhibit 3.5 to
the Registration Statement on Form F-1 of the Company (File
No. 333-31918) and incorporated herein by reference)
1.5 By-laws of the Company (filed as Exhibit 3.3 to the
Registration Statement on Form F-1 of the Company (File No.
333-31918) and incorporated herein by reference)
1.6 Amended and Restated Registration Rights Agreement (filed as
Exhibit 10.1 to the Registration Statement on Form F-1 of the
Company (File No. 333-31918) and incorporated herein by refer
ence)
1.7 Specimen Share Certificate (filed as Exhibit 4.1 to the
Registration Statement on Form F-1 of the Company (File No.
333-31918) and incorporated herein by reference)
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