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
MicroStrategy Incorporated
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(Exact name of Registrant as specified in its charter)
Delaware 51-0323571
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(State of incorporation (IRS Employer
or organization) Identification No.)
1861 International Drive, McLean, VA 22102
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Exchange Section 12(g) of the Exchange
Act and is effective pursuant Act and is effective pursuant
to General Instruction A.(c), to General Instruction A.(d),
please check the following please check the following
box. [ ] box. [ x ]
Securities Act registration statement file number to which this form relates:
_______________
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act: None
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Securities to be registered pursuant to Section 12(g) of the Act:
Warrants to Purchase Class A Common Stock, par value $.001 per share
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(Title of Class)
Item 1: Description of Registrant's Securities to be Registered.
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The Registrant is issuing Warrants to Purchase Class A Common Stock,
par value $.001 per share. A complete description of the Warrants to Purchase
Class A Common Stock is contained in the Warrant Agreement, entered into as
of January 11, 2001, between the Registrant and American Stock Transfer & Trust
Company, as Warrant Agent, filed as an exhibit to the Stipulation of Settlement
regarding the settlement of the class action lawsuit, dated as of January 11,
2001, filed as Exhibit 10.29 to the Registrant's Annual Report on Form 10-K
(File No. 000-24435), filed on April 2, 2001 and incorporated by reference
herein.
Item 2: Exhibits.
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The following exhibits are filed herewith (or incorporated by reference
as indicated below):
3.1 Amended and Restated Certificate of Incorporation of the Company (Filed as
Exhibit 3.1 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-49899) and incorporated by reference herein).
3.2 Certificate of Amendment to the Amended and Restated Certificate of
Incorporation of the Company (Filed as Exhibit 3.2 to the Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000
(File No. 000-24435) and incorporated by reference herein).
3.3 Certificate of Designations, Preferences and Rights of Series A Convertible
Preferred Stock (Filed as Exhibit 3.1 to the Registrant's Current Report on
Form 8-K (File No. 000-24435) filed on June 19, 2000, and incorporated by
reference herein).
3.4 Certificate of Designations, Preferences and Rights of the Series B
Convertible Preferred Stock. (Filed as Exhibit 4.1 to the Registrant's
Current Report on Form 8-K (File No. 000-24435) filed on June 18, 2001, and
incorporated by reference herein).
3.5 Certificate of Designations, Preferences and Rights of the Series C
Convertible Preferred Stock (Filed as Exhibit 4.2 to the Registrant's
Current Report on Form 8-K (File No. 000-24435) filed on June 18, 2001, and
incorporated by reference herein).
3.6 Certificate of Designations, Preferences and Rights of the Series D
Convertible Preferred Stock (Filed as Exhibit 4.3 to the Registrant's
Current Report on Form 8-K (File No. 000-24435) filed on June 18, 2001, and
incorporated by reference herein).
3.7 Bylaws of the Registrant (Filed as Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 (Registration No. 333-49899) and
incorporated by reference herein).
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.
MicroStrategy Incorporated
Date: June 21, 2002 By: /s/ Eric F. Brown
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Eric F. Brown, President and
Chief Financial Officer
EXHIBIT INDEX
3.1 Amended and Restated Certificate of Incorporation of the Company (Filed as
Exhibit 3.1 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-49899) and incorporated by reference herein).
3.2 Certificate of Amendment to the Amended and Restated Certificate of
Incorporation of the Company (Filed as Exhibit 3.2 to the Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000
(File No. 000-24435) and incorporated by reference herein).
3.3 Certificate of Designations, Preferences and Rights of Series A Convertible
Preferred Stock (Filed as Exhibit 3.1 to the Registrant's Current Report on
Form 8-K (File No. 000-24435) filed on June 19, 2000, and incorporated by
reference herein).
3.4 Certificate of Designations, Preferences and Rights of the Series B
Convertible Preferred Stock. (Filed as Exhibit 4.1 to the Registrant's
Current Report on Form 8-K (File No. 000-24435) filed on June 18, 2001, and
incorporated by reference herein).
3.5 Certificate of Designations, Preferences and Rights of the Series C
Convertible Preferred Stock (Filed as Exhibit 4.2 to the Registrant's
Current Report on Form 8-K (File No. 000-24435) filed on June 18, 2001, and
incorporated by reference herein).
3.6 Certificate of Designations, Preferences and Rights of the Series D
Convertible Preferred Stock (Filed as Exhibit 4.3 to the Registrant's
Current Report on Form 8-K (File No. 000-24435) filed on June 18, 2001, and
incorporated by reference herein).
3.7 Bylaws of the Registrant (Filed as Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 (Registration No. 333-49899) and
incorporated by reference herein).
Hale and Dorr LLP
COUNSELLORS AT LAW
www.haledorr.com
60 STATE STREET O BOSTON, MASSACHUSETTS 02109
617-526-6000 OFAX 617-526-5000
June 21, 2002
BY ELECTRONIC SUBMISSION
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Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form 8-A
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Ladies and Gentlemen:
Submitted herewith by direct transmission to the Commission's EDGAR
System is a Registration Statement on Form 8-A (the "Form 8-A Registration
Statement") filed on behalf of MicroStrategy Incorporated (the "Company")
covering the registration of the Company's Common Stock under Section 12(g) of
the Securities Exchange Act of 1934.
The Company is requesting that the Form 8-A Registration Statement be
declared effective upon filing.
Please contact the undersigned at 617-526-6000 with any questions or
comments you may have regarding this filing.
Very truly yours,
/s/Patricia A. Whalen
Patricia A. Whalen
Enclosure