SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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(Exact name of registrant as specified in its charter)
DELAWARE 52-2190781
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(State of incorporation (IRS Employer
organization) Identification No.)
2333 SAN RAMON VALLEY BLVD., STE. 450
SAN RAMON, CA 94583
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(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
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(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.
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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.
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Exhibit No. Exhibit
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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
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Name: Thomas R. Evans
Title: Chief Executive Officer
Date: November 18, 1999