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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF l934
TALARIAN CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 33-0323810
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
333 DISTEL CIRCLE
LOS ALTOS, CA 94022
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(Address of principal executive offices) (Zip Code)
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If this Form relates to the registration of a class If this Form relates to the registration of a
of securities pursuant to Section 12(b) of the class of securities pursuant to Section 12(g)
Exchange Act and is effective pursuant to General of the Exchange Act and is effective
pursuant to Instruction A.(c), check the following General Instruction A.(d), check the following
box. |_| box. |X|
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Securities Act registration statement file number to which this form relates:
333-34694
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Securities to be registered pursuant to Section 12(b) of the Act:
NONE
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Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.001 PAR VALUE PER SHARE
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of Registrant's common stock set forth under the caption
"Description of Capital Stock" in Registrant's Registration Statement on Form
S-1 (File No. 333-34694) as originally filed with the Securities and Exchange
Commission on April 13, 2000, or as subsequently amended, and in the Prospectus
included in such registration statement, is hereby incorporated by reference in
response to this item.
ITEM 2. EXHIBITS.
The following exhibits are filed herewith or incorporated herein by
reference:
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EXHIBIT EXHIBIT
NUMBER TITLE OR DESCRIPTION
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1.01 Form of Underwriting Agreement (incorporated by reference to Exhibit 1.01 to the Registrant's
registration statement on Form S-1, File No. 333-34694 (the "Registration Statement")).
3.01 Registrant's First Amended and Restated Certificate of Incorporation as filed with the Secretary of
State of Delaware on May 26, 2000 (incorporated by reference to Exhibit 3.03 to the Registration
Statement).
3.02 Registrant's Certificate of Designation of Preferred Stock as filed with the Secretary of
State of Delaware on May 31, 2000 (incorporated by reference to Exhibit 3.06 to the Registration
Statement).
3.03 Form of Registrant's Certificate of Retirement of preferred stock to be effective after the closing
of the offering (incorporated by reference to Exhibit 3.07 to the Registration Statement).
3.04 Form of Registrant's Second Amended and Restated Certificate of Incorporation to be effective
after the closing of the offering (incorporated by reference to Exhibit 3.04 to the Registration
Statement).
3.05 Registrant's Bylaws as adopted April 3, 2000 and amended May 12, 2000 (incorporated by reference
to Exhibit 3.05 to the Registration Statement).
4.01 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.01 to the Registration
Statement).
4.02 Amended and Restated Investors Rights Agreement dated February 3, 2000, as amended March 10, 2000
between Registrant and certain stockholders and warrant holders named therein (incorporated by
reference to Exhibit 4.02 to the Registration Statement).
99.01 The description of Registrant's common stock set forth under the caption "Description of Capital
Stock" in the Prospectus included in Registrant's 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, thereunto duly authorized.
Dated: July 13, 2000 TALARIAN CORPORATION
By: /s/ PAUL A. LARSON
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Paul A. Larson
President and Chief Executive Officer
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INDEX TO EXHIBITS
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EXHIBIT EXHIBIT
NUMBER TITLE OR DESCRIPTION
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1.01 Form of Underwriting Agreement (incorporated by reference to Exhibit 1.01 to the Registrant's
registration statement on Form S-1, File No. 333-34694 (the "Registration Statement")).
3.01 Registrant's First Amended and Restated Certificate of Incorporation as filed with the
Secretary of State of Delaware on filed May 26, 2000 (incorporated by reference to Exhibit 3.03
to the Registration Statement).
3.02 Registrant's Certificate of Designation of Preferred Stock as filed with the Secretary of
State of Delaware on May 31, 2000 (incorporated by reference to Exhibit 3.06 to the Registration
Statement).
3.03 Form of Registrant's Certificate of Retirement of preferred stock to be effective after the closing
of the offering (incorporated by reference to Exhibit 3.07 to the Registration Statement).
3.04 Form of Registrant's Second Amended and Restated Certificate of Incorporation to be effective
after the closing of the offering (incorporated by reference to Exhibit 3.04 to the Registration
Statement).
3.05 Registrant's Bylaws as adopted April 3, 2000 and amended May 12, 2000 (incorporated by reference
to Exhibit 3.05 to the Registration Statement).
4.01 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.01 to the Registration
Statement).
4.02 Amended and Restated Investors Rights Agreement dated February 3, 2000, as amended March 10, 2000
between Registrant and certain stockholders and warrant holders named therein (incorporated by
reference to Exhibit 4.02 to the Registration Statement).
99.01 The description of Registrant's common stock set forth under the caption "Description of Capital
Stock" in the Prospectus included in Registrant's Registration Statement.
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