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AMENDMENT No. 2 to
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
INTERSHOP Communications Aktiengesellschaft
(Exact name of registrant as specified in its charter)
Federal Republic of Germany Not Applicable
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Amsinckstrasse 57
D-20097 Hamburg
Federal Republic of Germany
(Address of Registrant's principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to Name of each exchange on
be so registered which 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(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]
Securities Act registration statement file numbers to which this form
relates:
333-32034 and 333-11642
Securities to be registered pursuant to Section 12(g) of the Act:
American Depositary Shares, each representing 1/2
of a Bearer Ordinary Share, no par value
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
INTERSHOP Communications Aktiengesellschaft (the "Company") hereby
incorporated by reference the description of the securities registered hereby
set forth under the headings "Description of Capital Stock," "Shares Eligible
for Future Sale," "Description of American Depositary Shares," "German Taxation"
and "Taxation of U.S. Investors" in the Prospectus included in its Registration
Statements on Form F-1 (No. 333-32034, as amended, filed with the Securities and
Exchange Commission (the "Commission") on March 9, 2000, and on Form F-6 (No.
333-11642), as amended, filed with the Commission on March 13, 2000, under the
Securities Act of 1933, as amended (the "Securities Act").
Item 2. Exhibits.
The following exhibits (listed according to the corresponding number of
such Instructions) are filed herewith (or incorporated by reference):
1.1 Form of Share Certificate for Bearer Ordinary Shares (included in
Exhibit 4.1 to Exhibit 1.3 hereto).
1.2 Form of ADR Certificate (included in Exhibit 1.6 hereto).
1.3 Registration Statement on Form F-1 (File No. 333-32034), as amended,
filed March 9, 2000, relating to Bearer Ordinary Shares, no par value,
of the Registrant under the Securities Act.
1.4 Registration Statement on Form F-6 (File No. 333-11642), as amended,
filed March 13, 2000, relating to American Depositary Shares
(evidenced by American Depository Receipts) under the Securities Act.
1.5 Summary Translation of Articles of Association (Satzung) (included in
Exhibit 3.1 to Exhibit 1.3 hereto).
1.6 Form of Deposit Agreement to be entered into among the Company,
Citibank, N.A. as depositary, and all holders from time to time of
American Depositary Receipts issued thereunder (included as Exhibit
4.2 to Exhibit 1.3 hereunder and Exhibit (a) to Exhibit 1.4
hereunder).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
INTERSHOP COMMUNICATIONS
AKTIENGESELLSCHAFT
Date: September 27, 2000 By: /s/ Stephan Schambach
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Name: Stephan Schambach
Title: Chairman of the Management Board,
Chief Executive Officer and
Vorstandsversitzender
Date: September 27, 2000 By: /s/ Wilfried Beeck
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Name: Wilfried Beeck
Title: Member of the Management Board and
Finanzvorstand
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EXHIBIT INDEX
Pursuant to the Instructions as to Exhibits with respect to Form 8-A,
since no other securities of the Company are registered on the The Nasdaq Stock
Market's National Market ("NASDAQ") , the following exhibits (listed according
to the corresponding number of such Instructions) are being filed with NASDAQ
but are not being filed with the Commission in connection with this Registration
Statement:
1.1 Form of Share Certificate for Bearer Ordinary Shares (included in Exhibit
4.1 to Exhibit 1.3 hereto).
1.2 Form of ADR Certificate (included in Exhibit 1.6 hereto).
1.3 Registration Statement on Form F-1 (File No. 333-32034), as amended, filed
March 9, 2000, relating to Bearer Ordinary Shares, no par value, of the
Registrant under the Securities Act.
1.4 Registration Statement on Form F-6 (File No. 333-11642), as amended, filed
March 13, 2000, relating to American Depositary Shares (evidenced by
American Depository Receipts) under the Securities Act.
1.5 Summary Translation of Articles of Association (Satzung) (included in
Exhibit 3.1 to Exhibit 1.3 hereto).
1.6 Form of Deposit Agreement to be entered into among the Company, Citibank,
N.A. as depositary, and all holders from time to time of American
Depositary Receipts issued thereunder (included as Exhibit 4.2 to Exhibit
1.3 hereunder and Exhibit (a) to Exhibit 1.4 hereunder).
