-----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, C8DraIrh0SXvz+SQcSRY+RrBbw9VviZmJPW1V+Hcfd1wbJCF1vtwdA7eKmf3/8Ur QZyEcTTOt4H9jWIUVwN1gw== 0000914121-99-001127.txt : 19991119 0000914121-99-001127.hdr.sgml : 19991119 ACCESSION NUMBER: 0000914121-99-001127 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OFFICIAL PAYMENTS CORP CENTRAL INDEX KEY: 0001094998 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 522190781 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: SEC FILE NUMBER: 000-28187 FILM NUMBER: 99760413 BUSINESS ADDRESS: STREET 1: 2333 SAN RAMON VALLEY BOULEVARD STREET 2: SUITE 450 CITY: SAN RAMON STATE: CA ZIP: 94583 BUSINESS PHONE: 9258387996 MAIL ADDRESS: STREET 1: 2333 SAN RAMON VALLEY BOULEVARD STREET 2: SUITE 450 CITY: SAN RAMON STATE: CA ZIP: 94583 FORMER COMPANY: FORMER CONFORMED NAME: US AUDIOTEX CORP DATE OF NAME CHANGE: 19990914 8-A12G 1 REGISTRATION OF CERTAIN CLASSES OF SECURITIES 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 OFFICIAL PAYMENTS CORPORATION - ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 52-2190781 - ------------------------------------ --------------------------------- (State of incorporation (IRS Employer organization) Identification No.) 2333 SAN RAMON VALLEY BLVD., STE. 450 SAN RAMON, CA 94583 - ------------------------------------ --------------------------------- (Address of principal executive (Zip Code) 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: 333-87325 --------------- (if applicable) 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: Title of each class to be so registered: COMMON STOCK, PAR VALUE $0.01 PER SHARE ITEM 1. Description of Registrant's Securities to be Registered. -------------------------------------------------------- Incorporated by reference to the information set forth under the caption "Description of Capital Stock" contained in the Registration Statement on Form S-1 (Registration No. 333-87325) under the Securities Act of 1933, as amended, as first filed with the Commission on September 17, 1999, and as such Registration Statement may be thereafter amended (the "Registration Statement"). ITEM 2. Exhibits. --------- Exhibit No. Exhibit - ----------- ------- 3.1 Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registration Statement.) 3.1.1 Amended Certificate of Incorporation (incorporated by reference to Exhibit 3.1.1 to the Registration Statement). 3.2 Bylaws (incorporated by reference to Exhibit 3.2 to the Registration Statement). 4.1 Common Stock Specimen (incorporated by reference to Exhibit 4.1 to the Registration Statement). 4.2 Stock Purchase Agreement dated as of November 3, 1999 between Official Payments Corporation and E*TRADE Group, Inc. (incorporated by reference to Exhibit 4.2 to the Registration Statement). 4.2.2. Amendment No. 1 to Stock Purchase Agreement dated as of November 8, 1999 among Official Payments Corporation, E*TRADE Group, Inc. and Imperial Bank (incorporated by reference to Exhibit 4.2.2 to the Registration Statement). 4.3 Registration Rights Agreement dated as of October 15, 1999 between Imperial Bank and U.S. Audiotex Corporation (incorporated by reference to Exhibit 4.3 to the Registration Statement). 4.4 Registration Rights Agreement dated as of October 15, 1999 between Beransen Holdings, Inc. and U.S. Audiotex Corporation (incorporated by reference to Exhibit 4.4 to the Registration Statement). 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. OFFICIAL PAYMENTS CORPORATION By: /S/ THOMAS R. EVANS ------------------------------------ Name: Thomas R. Evans Title: Chief Executive Officer Date: November 18, 1999 -----END PRIVACY-ENHANCED MESSAGE-----