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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
_________________
SQL FINANCIALS INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
Delaware 58-1972600
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
3950 Johns Creek Court, Suite 100 30024
Suwanee, Georgia (Zip Code)
(Address of principal executive offices)
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), 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:
333-46685.
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 Stock,
$.0001 par value per share.
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Item 1. Description of Registrant's Securities to be Registered.
For a description of the Registrant's Common Stock being registered
hereby, reference is made to the information set forth under the heading
"Description of Capital Stock" in the Prospectus that forms part of Amendment
No. 1 to the Registration Statement on Form S-1 (File No. 333-46685) filed by
the Registrant with the Securities and Exchange Commission on April 6, 1998 (the
"Registration Statement"). Such information is incorporated herein by reference.
Definitive copies of the Prospectus will be filed pursuant to Rule 430A or
pursuant to an amendment to the Registration Statement, and the description of
the Common Stock contained therein shall be deemed to be incorporated by
reference into this Registration Statement on Form 8-A.
Item 2. Exhibits.
Exhibit Number Description
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3.1* Amended and Restated Certificate of Incorporation
of the Registrant dated September 26, 1997.
3.2* Bylaws of the Registrant.
3.3* Form of Amended and Restated Certificate of
Incorporation of the Registrant.
3.4* Form of Amended and Restated Bylaws of the
Registrant.
4.1* See Exhibits 3.3 and 3.4 for provisions of the
Amended and Restated Certificate of Incorporation
and Amended and Restated Bylaws of the Registrant
defining rights of the holders of Common Stock of
the Registrant.
4.2 Specimen Stock Certificate.
__________
*Incorporated by reference to the exhibit of the same number contained in
Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-46685)
filed with the Securities and Exchange Commission on April 6, 1998.
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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, on May 18,
1998.
SQL FINANCIALS INTERNATIONAL, INC.
By: /s/ Stephen P. Jeffery
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Stephen P. Jeffery, President
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EXHIBIT 4.2
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[LOGO OF
SQL
-----NUMBER----- APPEARS HERE] -----SHARES----
COMMON STOCK CUSIP 784638 10 8
SEE REVERSE FOR
CERTAIN DEFINITIONS
This Certifies that
is the owner of
FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $.0001 PAR VALUE, OF
SQL FINANCIALS INTERNATIONAL, INC.
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this certificate properly
endorsed. This certificate is not valid unless countersigned and registered by
the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
Dated
COUNTERSIGNED AND REGISTERED:
FIRST UNION NATIONAL BANK
(CHARLOTTE, N.C.)
TRANSFER AGENT [CORPORATE SEAL OF
AND REGISTRAR SQL
FINANCIALS INTERNATIONAL, INC.
APPEARS HERE]
BY /s/ Arthur G. Walker, Jr.
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AUTHORIZED SIGNATURE Secretary President and
Chief Executive Officer
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SQL FINANCIALS INTERNATIONAL, INC.
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A STATEMENT OF THE POWERS, DESIGNATIONS,
PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE
QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. SUCH REQUEST SHALL BE MADE IN WRITING AND MAY BE MADE
TO THE CORPORATION OR TO THE TRANSFER AGENT.
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed
as though they were written out in full according to applicable laws or regulations:
<S> <C>
TEN COM- as tenants in common UNIF GIFT MIN ACT-________________ Custodian__________________
TEN ENT- as tenants by the entireties (Cust) (Minor)
JT TEN- as joint tennants with
right of survivorship and under Uniform Gifts to Minors
not as tenants in common
Act____________________________________________________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, ____________________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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__________________________________________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)
__________________________________________________________________________________________________________________
__________________________________________________________________________________________________________________
___________________________________________________________________________________________________________ Shares
of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
_________________________________________________________________________________________________________ Attorney
to transfer the said Stocks on the books of the within named Corporation with full power of substitution in
the premises.
Dated _________________________________
X_________________________________________________________________________
X_________________________________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT, OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed: ___________________________________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
SUCH AS A SECURITIES BROKER/DEALER, COMMERCIAL BANK, TRUST COMPANY, SAVINGS
ASSOCIATION OR A CREDIT UNION PARTICIPATING IN A MEDALLION PROGRAM PURSUANT
TO RULE 17Ad-15 OF THE SECURITIES EXCHANGE ACT OF 19?4, AS AMENDED.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF
INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
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