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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FreeMarkets, Inc.
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(EXACT NAME OF REGISTRANT SPECIFIED IN ITS CHARTER)
Delaware 04-3265483
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(STATE OF (IRS EMPLOYEE
INCORPORATION IDENTIFICATION NO.)
OR ORGANIZATION)
22nd Floor, One Oliver Plaza
210 Sixth Avenue
Pittsburgh, Pennsylvania 15222
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) ZIP CODE
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: 333-86755
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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
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Not Applicable Not Applicable
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
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(TITLE OF CLASS)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The registrant is registering shares of Common Stock, par value $0.01
per share, pursuant to a Registration Statement on Form S-1 (File No. 333-86755)
that was originally filed with the Securities and Exchange Commission (the
"Commission") on September 8, 1999 (the "Registration Statement"). Reference is
made to the section entitled "Description of Capital Stock" in the prospectus
forming a part of the Registration Statement, and all amendments to the
Registration Statement subsequently filed with the Commission, including any
prospectus relating thereto filed subsequently pursuant to Rule 424(b) of the
Securities Act of 1933, as amended. Such Registration Statement and all
amendments to the Registration Statement are hereby deemed to be incorporated by
reference into this Registration Statement in accordance with the Instruction to
Item 1 of this Form.
ITEM 2. EXHIBITS.
EXHIBIT NO. DESCRIPTION
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1 Form of Amended and Restated Certificate of
Incorporation of the registrant (incorporated by
reference to Exhibit 3.1(b) to the Registration
Statement on Form S-1 (File No. 333-86755) of the
registrant, as amended).
2 Form of Amended and Restated Bylaws of the registrant
(incorporated by reference to Exhibit 3.2(b) to the
Registration Statement on Form S-1 (File No.
333-86755) of the registrant, as amended).
3 Amended and Restated Registration Rights Agreement
dated August 3, 1999 (incorporated by reference to
Exhibit 4.1 to the Registration Statement on Form S-1
(File No. 333-86755) of the registrant, as amended).
4 Loan and Security Agreement between the registrant
and Silicon Valley Bank dated February 5, 1999
(incorporated by reference to Exhibit 10.4(a) to the
Registration Statement on Form S-1 (File No.
333-86755) of the registrant, as amended).
5 First Amendment to Loan and Security Agreement
between the registrant and Silicon Valley Bank dated
September 3, 1999 (incorporated by reference to
Exhibit 10.4(b) to the Registration Statement on Form
S-1 (File No. 333-86755) of the registrant, as
amended).
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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.
FREEMARKETS, INC.
By: /s/ Sam E. Kinney, Jr.
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Name: Sam E. Kinney, Jr.
Date: November 2, 1999 Title: Executive Vice President
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