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 12(g) OF
THE SECURITIES EXCHANGE ACT OF l934
ADFORCE, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 77-0505214
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
10101 NORTH DE ANZA BOULEVARD,
SUITE 210
CUPERTINO, CALIFORNIA 95014
(Address of principal executive offices) (Zip Code)
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), 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), check the following box. [x]
Securities Act registration statement file number to which this form relates:
333-73231
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:
COMMON STOCK, $0.001 PAR VALUE PER SHARE
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Common Stock of Registrant set forth under
the caption "Description of Capital Stock" in Registrant's Registration
Statement on Form S-1 (File No. 333-73231) as originally filed with the
Securities and Exchange Commission on March 2, 1999, or as subsequently
amended (the "REGISTRATION STATEMENT"), and in the Prospectus included in the
Registration Statement, is hereby incorporated by reference in response to
this item.
ITEM 2. EXHIBITS.
The following exhibits are filed herewith or incorporated herein by
reference:
Exhibit
Number Exhibit Title or Description
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3.1 Registrant's First Amended and Restated Certificate of
Incorporation (incorporated by reference to Exhibit 3.1
to the Registration Statement).
3.2 Registrant's Second Amended and Restated Certificate of
Incorporation of the Registrant to be effective upon the
closing of this offering (incorporated by reference to
Exhibit 3.2 to the Registration Statement).
3.3 Registrant's Bylaws, as amended (incorporated by
reference to Exhibit 3.3 to the Registration Statement).
4.1 Specimen Certificate for the Registrant's Common Stock
(incorporated by reference to Exhibit 4.1 to the
Registration Statement).
4.2 Amended and Restated Investors' Rights Agreement by and
between Imgis, Inc. and certain investors dated as of
July 15, 1998 (incorporated by reference to Exhibit 4.2
of the Registration Statement).
4.3 Amended and Restated Voting Agreement by and between
Imgis, Inc. and certain investors dated as of July 15,
1998 (incorporated by reference to Exhibit 4.3 to the
Registration Statement).
99.1 The description of Registrant's Common Stock set forth
under the caption "Description of Capital Stock" on pages
61 through 62 of the Prospectus included in 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.
Dated: March 4, 1999 AdForce, Inc.
By: /s/ John A. Tanner
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John A. Tanner
Executive Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit
Number Exhibit Title or Description
------- ----------------------------
3.1 Registrant's First Amended and Restated Certificate of
Incorporation (incorporated by reference to Exhibit 3.1
to the Registration Statement).
3.2 Registrant's Second Amended and Restated Certificate of
Incorporation of the Registrant to be effective upon the
closing of this offering (incorporated by reference to
Exhibit 3.2 to the Registration Statement).
3.3 Registrant's Bylaw, as amended (incorporated by reference
to Exhibit 3.3 to the Registration Statement).
4.1 Specimen Certificate for the Registrant's Common Stock
(incorporated by reference to Exhibit 4.1 to the
Registration Statement).
4.2 Amended and Restated Investors' Rights Agreement by and
between Imgis, Inc. and certain investors dated as of
July 15, 1998 (incorporated by reference to Exhibit 4.2
of the Registration Statement).
4.3 Amended and Restated Voting Agreement by and between
Imgis, Inc. and certain investors dated as of July 15,
1998 (incorporated by reference to Exhibit 4.3 to the
Registration Statement).
99.1 The description of Registrant's Common Stock set forth
under the caption "Description of Capital Stock" on pages
61 through 62 of the Prospectus included in the
Registration Statement.