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
securities pursuant to Section 12(b) pursuant to Section 12(g) of the
of the Exchange Act and is effective Exchange Act and is effective pursuant
pursuant to General Instruction A.(c), to General Instruction A.(d), please
please check the following box. [ ] check the following 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:
7 1/2% Series A Unsecured Notes
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(Title of Class)
Indenture Amendment*
Item 1: Description of Registrant's Securities to be Registered.
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The Registrant is issuing 7 1/2% Series A Unsecured Notes, up to an
aggregate principal amount of $80,500,000, and bearing interest at a non-default
rate of seven and one half percent (7 1/2%) per annum from the interest accrual
commencement date of April 2, 2001 until maturity. The 7 1/2% Series A Unsecured
Notes mature five (5) years from the initial issuance date and, at the
Registrant's option, may be redeemed or converted into shares of the
Registrant's class A common stock.
A complete description of the 7 1/2% Series A Unsecured Notes, which
are to be registered hereunder is contained in the Indenture, dated as of
January 11, 2001, between the Registrant as Issuer and American Stock Transfer &
Trust Company, Trustee, and the First Amendment to Indenture, dated as of June
18, 2002, filed as Exhibits T3C.1 and T3C.2, respectively, to the Registrant's
Form T-3 (File No. 022-22591), filed on October 25, 2001 and amended on June 20,
2002 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 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: MicroStrategy Incorporated
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.
It is the Company's understanding 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