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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
RATEXCHANGE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
Delaware 11-2936371
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(State of Incorporation or Organization) (I.R.S. Employer Identification Number)
185 Berry Street, Suite 3515
San Francisco , CA 94107
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class If this form relates to the registration of a class
of securities pursuant to Section 12(b) of the of securities pursuant to Section 12(g) of the
Exchange Act and is effective pursuant to Exchange Act and is effective pursuant to
General Instruction A.(c), please check the General Instruction A.(d), please check the
following box. [X] following box. [ ]
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Securities Act registration statement file number to which this
form relates: 33-19139-NY
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
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<CAPTION>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Common Stock, par value .0001 per share American Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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ITEM 1.
DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
DESCRIPTION OF COMMON STOCK
The authorized capital stock of the Company consists of 300,000,000
shares of common stock, $.0001 par value per share, of which 17,136,174 were
issued and outstanding on July 7, 2000. The outstanding shares of common stock
are validly issued, fully paid and non-assessable.
Dividends
Holders of the common stock are entitled to receive dividends, when,
and as, declared by the Company's Board of Directors out of funds available
therefore. Any such dividends may be paid in cash, property or shares of the
common stock.
Voting Rights
Each holder of common stock is entitled to one vote per share on all
matters submitted to the vote of stockholders, including the election of
directors. Holders of common stock do not have cumulative voting rights. The
absence of cumulative voting means that the holders of more than 50% of the
shares voting for the election of directors can elect all directors if they so
choose. The affirmative vote of a majority of a quorum of stockholders is
required for approval of all other items. A majority of the shares issued and
outstanding and entitled to vote, represented in person or by proxy, constitutes
a quorum at a meeting of stockholders.
Preemption, Conversion, Redemption and Sinking Funds
Holders of common stock have no preemptive or conversion rights, no
redemption or sinking fund provisions and are not liable to further call or
assessment.
Liquidation Rights
Holders of common stock are entitled to share ratably in any assets
available for distribution to holders of the Company's equity securities upon
liquidation of the Company.
ITEM 2.
EXHIBITS
1. Certificate of Incorporation as amended, filed with the Form 10-Q
dated September 30, 1999, incorporated herein by reference.
2. Amended and Restated By-Laws, filed with the Form 10-Q dated
September 30, 1999, 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.
Date: July 7, 2000
RATEXCHANGE CORPORATION
By: /s/
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Name: Philip Rice
Title: Executive Vice President and Chief
Financial Officer
