8-A12B 1 d381685d8a12b.htm FORM 8-A Form 8-A

 

 

UNITED STATES

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

 

 

KAYAK Software Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   54-2139807

(State of incorporation

or organization)

 

(I.R.S. Employer

Identification No.)

55 North Water Street, Suite 1

Norwalk, Connecticut 06854

(Address of principal executive offices and zip code)

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

 

Name of each exchange on which

each class is to be registered

Class A Common Stock, par value $0.001 per share   The NASDAQ Stock Market LLC

 

 

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.    x

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 a General Instruction A.(d), please check the following box.    ¨

Securities Act registration statement file number to which this form relates: 333-170640

Securities to be registered pursuant to Section 12(g) of the Act: None.

 

 

 


Item 1. Description of Registrant’s Securities to be Registered.

The description of the Class A common stock, par value $0.001 per share, of KAYAK Software Corporation (the “Registrant”) as included under the caption “Description of Capital Stock” in the Prospectus forming a part of the Registration Statement on Form S-1, as amended, originally filed with the Securities and Exchange Commission (the “Commission”) on November 17, 2010 (Registration No. 333-170640), including exhibits, and as may be subsequently amended from time to time (the “Registration Statement”), is hereby incorporated by reference. In addition, all of the above-referenced descriptions included in any Prospectus relating to the Registration Statement filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed to be incorporated by reference herein. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Registration Statement.

 

Item 2. Exhibits.

Under the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on The NASDAQ Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Exchange Act.

 

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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, thereto duly authorized.

 

Date: July 18, 2012     KAYAK SOFTWARE CORPORATION
      By:   /s/    DANIEL STEPHEN HAFNER        
      Name:   Daniel Stephen Hafner
      Title:   Chief Executive Officer and Director

 

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