<PAGE>
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
VISIGENIC SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-3173927
(State of incorporation) (I.R.S. Employer Identification No.)
951 MARINER'S ISLAND BOULEVARD, SUITE 460
SAN MATEO, CALIFORNIA 94404
(Address of principal executive offices) (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 Not Applicable
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, par value $0.001
(Title of class)
1
<PAGE>
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.
333-06285), 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 Amended Certificate of Incorporation, incorporated by reference
to Exhibit 3.1A to the Registrant's Form S-1 Registration
Statement.
2 Form of Restated Certificate of Incorporation to be filed after
the effectiveness of the offering, incorporated by reference to
Exhibit 3.1B to the Registrant's Form S-1 Registration Statement.
3 Amended and Restated Bylaws incorporated by reference to Exhibit
3.2A to the Registrant's Form S-1 Registration Statement.
4 Proposed form of Bylaws to be amended before the effective date
of this Registration Statement, incorporated by reference to
Exhibit 3.2B to the Registrant's Form S-1 Registration Statement.
5 Registration Rights Agreement dated March 31, 1996, incorporated
by reference to Exhibit 4.2 to the Registrant's Form S-1
Registration Statement.
6 Supplemental Registration Rights Agreement dated May 10, 1996,
incorporated by reference to Exhibit 4.3 to the Registrant's Form
S-1 Registration Statement.
2
<PAGE>
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.
VISIGENIC SOFTWARE, INC.
Date: July 31, 1996
By: /s/ Kevin C. Eichler
---------------------
Kevin C. Eichler,
Chief Financial Officer
3
<PAGE>
EXHIBIT INDEX
-------------
Sequentially
Exhibit Numbered
Number Exhibit Page
------- ------- ----
1 Amended Certificate of Incorporation, incorporated by
reference to Exhibit 3.1A to the Registrant's Form S-1
Registration Statement.
2 Form of Restated Certificate of Incorporation to be filed
after the effectiveness of the offering, incorporated by
reference to Exhibit 3.1B to the Registrant's Form S-1
Registration Statement.
3 Amended and Restated Bylaws incorporated by reference to
Exhibit 3.2A to the Registrant's Form S-1 Registration
Statement.
4 Proposed form of Bylaws to be amended before the effective
date of this Registration Statement, incorporated by
reference to Exhibit 3.2B to the Registrant's Form S-1
Registration Statement.
5 Registration Rights Agreement dated March 31, 1996,
incorporated by reference to Exhibit 4.2 to the Registrant's
Form S-1 Registration Statement.
6 Supplemental Registration Rights Agreement dated May 10,
1996, incorporated by reference to Exhibit 4.3 to the
Registrant's Form S-1 Registration Statement.
4
