1 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 QUINTUS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 77-0021612 (State of (I.R.S. Employer Incorporation or Organization) Identification Number) 47212 Mission Falls Court Fremont, CA 94539 (Address of Principal Executive Offices) (Zip Code) If this form relates to the registration of a class of If this form relates to the registration of a class securities pursuant to Section 12(b) of the Exchange of securities pursuant to Section 12(g) of the Act and is effective pursuant to General Instruction Exchange Act and is effective pursuant to General A.(c), please check the following box. / / Instruction A.(d), please check the following box. /X/ Securities Act registration statement file number to which this form relates: 333-86919 (If applicable) 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, $0.001 par value (Title of class) 2 Item 1. Description of Registrant's Securities to be Registered. Incorporated herein by reference to the Description of Capital Stock section of Registrant's Registration Statement on Form S-1 (File No. 333-86919). Item 2. Exhibits. Exhibit Number Description 3.1* Certificate of Incorporation of Registrant, as amended to date. 3.2* Form of Registrant's Restated Certificate of Incorporation to be filed upon the closing of Registrant's acquisition of Acuity Corp. 3.3* Form of Registrant's Restated Certificate of Incorporation to be filed upon the closing of Registrant's initial public offering. 3.4* Amended and Restated Bylaws of Registrant. 3.5* Form of Amended and Restated Bylaws to be filed upon the closing of Registrant's initial public offering. 4.2* Specimen common stock certificate. 4.3* Form of Registrant's Amended and Restated Investors Rights Agreement to be adopted upon the closing of Registrant's acquisition of Acuity Corp. * Incorporated herein by reference to the exhibits of the same number in the Registrant's Registration Statement on Form S-1. 2 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. QUINTUS CORPORATION Date: November 8, 1999 By: /s/ Alan K. Anderson ---------------------- Alan K. Anderson Chief Executive Officer 3