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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
VALICERT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-3297861
(State of incorporation) (I.R.S. Employer Identification No.)
339 North Bernardo Avenue
Mountain View, California 94043
(Address) (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
Not applicable 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 upon filing pursuant to
General Instruction A.(c), please 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), please check the following box. [X]
Securities Act registration statement file number to which this form
relates: (if applicable).
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001
(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
The information contained in "Description of Capital Stock" in the
Registrant's Registration Statement on Form S-1, as amended (Commission File No.
333-37020), filed with the Securities and Exchange Commission (the "Form S-1
Registration Statement") is hereby incorporated by reference.
Item 2. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
1. Form of Certificate of Amendment of Third Amended and
Restated Certificate of Incorporation of Registrant, incorporated by
reference to Exhibit 3.1 to the Registrant's Form S-1 Registration
Statement.
2. Amended and Restated Bylaws of Registrant, incorporated by
reference to Exhibit 3.2 to the Registrant's Form S-1 Registration
Statement.
3. Form of Fourth Amended and Restated Certificate of
Incorporation of Registrant, incorporated by reference to Exhibit 3.3 to
the Registrant's Form S-1 Registration Statement.
4. Amended and Restated Rights Agreement, dated as of July 21,
1999, by and among the Registrant and the stockholders named therein,
incorporated by reference to Exhibit 4.1 to the Registrant's Form S-1
Registration Statement.
5. Amendment No. 1 to Amended and Restated Rights Agreement,
dated as of December 30, 1999, by and among the Registrant and the
stockholders named therein, incorporated by reference to Exhibit 4.1 to the
Registrant's Form S-1 Registration Statement.
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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.
VALICERT, INC.
Date: July 21, 2000
By: /s/ Joseph (Yosi) Amram
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Joseph (Yosi) Amram
President
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EXHIBIT INDEX
Exhibit Description
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1 Form of Certificate of Amendment of the Third Amended and
Restated Certificate of Incorporation of Registrant,
incorporated by reference to Exhibit 3.1 to the Registrant's
Form S-1 Registration Statement.
2 Amended and Restated Bylaws of Registrant, incorporated by
reference to Exhibit 3.2 to the Registrant's Form S-1
Registration Statement.
3 Fourth Amended and Restated Certificate of Incorporation of
Registrant, incorporated by reference to Exhibit 3.3 to the
Registrant's Form S-1 Registration Statement.
4 Amended and Restated Rights Agreement, dated as of July 21,
1999, by and among the Registrant and the stockholders named
therein, incorporated by reference to Exhibit 4.1 to the
Registrant's Form S-1 Registration Statement.
5 Amendment No. 1 to Amended and Restated Rights Agreement,
dated as of December 30, 1999, by and among the Registrant and
the stockholders named therein, incorporated by reference to
Exhibit 4.1 to the Registrant's Form S-1 Registration
Statement.
