-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I3KEe+LOvsKBfS5BH+Lxo4havNWVep+Cc1hV5OvYKSIpZ6RUsiGX5yVrteN6pKHA tGEhDrA/lDJMcEJWM5/gDw== 0001029869-99-000030.txt : 19990118 0001029869-99-000030.hdr.sgml : 19990118 ACCESSION NUMBER: 0001029869-99-000030 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLAIRE CORP CENTRAL INDEX KEY: 0001016139 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 411812820 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: SEC FILE NUMBER: 000-25265 FILM NUMBER: 99506956 BUSINESS ADDRESS: STREET 1: ONE ALEWIFE CENTER 3RD FLOOR STREET 2: SUITE 552 CITY: CAMBRIDGE STATE: MA ZIP: 02140 BUSINESS PHONE: 6177612000 MAIL ADDRESS: STREET 1: FOLEY HOAG & ELIOT LLP STREET 2: ONE POST OFFICE SQUARE CITY: BOSTON STATE: MA ZIP: 02109 8-A12G 1 ALLAIRE CORPORATION FORM 8-A12G As filed with the Securities and Exchange Commission on January 15, 1999 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 Allaire Corporation -------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 41-1830792 - ----------------------------------------- ------------------------------------ (State of incorporation or organization) (I.R.S. employer identification no.) One Alewife Center Cambridge, Massachusetts 02140 - ----------------------------------------- ----------------------------------- (Address of principal executive offices) (Zip code) If this form relates to the registration of a If this form relates to the registration of a class of securities pursuant to Section class of securities pursuant to Section 12(b) of the Exchange Act and is 12(g) of the Exchange Act and is effective pursuant to General Instruction effective pursuant to General Instruction A.(c), check the following box. [ ] A.(d), check the following box. [X] Securities Act registration statement file number to which this form relates: 333-68639 --------------- (if applicable)
Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on to be so registered which each class is to be registered - ---------------------------------- ----------------------------------------- None None - ---------------------------------- ----------------------------------------- Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, $.01 par value -------------------------------------------------------------- (Title of class) Item 1. Description of Registrant's Securities to be Registered. The information required by Item 202 of Regulation S-K is provided under the heading "Description of Capital Stock" in the Registrant's Registration Statement on Form S-1, Registration No. 333-68639, as initially filed with the Securities and Exchange Commission on December 9, 1998, as amended on December 31, 1998 and as the same may be subsequently amended (the "Registration Statement on Form S-1"). Such part of the Registration Statement on Form S-1 is hereby incorporated by reference and made a part hereof. 2 Item 2. Exhibits. The following Exhibits filed by the Registrant as part of its Registration Statement on Form S-1 are hereby incorporated by reference and made a part hereof: 1. Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrant's Registration Statement on Form S-1, File No. 333-68639, and incorporated herein by reference). 2. Form of Certificate of Amendment of Certificate of Incorporation of the Registrant (to become effective prior to the effectiveness of the Registration Statement on Form S-1) (filed as Exhibit 3.2 to the Registrant's Registration Statement on Form S-1, File No. 333-68639, and incorporated herein by reference). 3. Form of Amended and Restated Certificate of Incorporation of the Registrant (to become effective after the effectiveness of the Registration Statement on Form S-1) (filed as Exhibit 3.3 to the Registrant's Registration Statement on Form S-1, File No. 333-68639, and incorporated herein by reference). 4. By-Laws of the Registrant (filed as Exhibit 3.4 to the Registrant's Registration Statement on Form S-1, File No. 333-68639), and incorporated herein by reference). 5. Form of Amended and Restated By-Laws of the Registrant (to become effective after the effectiveness of the Registration Statement on Form S-1) (filed as Exhibit 3.5 to the Registrant's Registration Statement on Form S-1, File No. 333-68639, and incorporated herein by reference). 6. Specimen stock certificate for the Common Stock of the Registrant (to be filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-1, File No. 333-68639, and incorporated herein by reference). 7. Amended and Restated Registration Rights Agreement dated May 15, 1997 (filed as Exhibit 10.17 to the Registrant's Registration Statement on Form S-1, File No. 333-68639, and incorporated herein by reference). 8. Waiver and Amendment No. 1 to Amended and Restated Registration Rights Agreement, dated December 7, 1998 (filed as Exhibit 10.18 to the Registrant's Registration Statement on Form S-1, File No. 333-68639, and incorporated herein by reference). 3 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. Allaire Corporation Date: January 15, 1999 By: /s/ Stephen G. Cromwell -------------------------- Its: Controller -------------------------- -----END PRIVACY-ENHANCED MESSAGE-----