Raindance Communications Inc – ‘8-A12G’ on 7/17/00

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G      Registration of a Class of Securities                  4     13K 

Document Table of Contents

8-A12G
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SECURITIES AND EXCHANGE COMMISSION  

WASHINGTON, DC 20549  
___________ 
FORM 8-A  

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES 
PURSUANT TO SECTION 12(b) OR 12(g) OF THE 
SECURITIES EXCHANGE ACT OF 1934 

Evoke Communications, Inc.  
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)  

Delaware                                84-1407805
----------------------------------------- ------------------------------------  
(State of Incorporation or Organization)  (I.R.S. Employer Identification no.)  

1157 Century Drive, Louisville, Colorado                  80027                 
----------------------------------------- ------------------------------------  
(Address of principal executive offices)  (Zip code)                            

If this form relates to the                If this form relates to the
registration of a class of securities     registration of a class of securities 
pursuant to Section 12(b) of the Exchange pursuant to Section 12(g) of the      
Act and is effective pursuant to General  Exchange Act and is effective         
Instruction A.(c), please check the       pursuant to General Instruction A.(d),
following box.  [_]                       please check the following box. [X]   

Securities Act registration statement file number to which this form    
relates:                                                                        
                                                         333-30708
                                                         -----------------------
                                                         (If applicable)

Securities to be registered pursuant to Section 12(b) of the Act:       

Title of Each Class                Names of Each Exchange on Which      
to be so Registered                 Each Class is to be Registered      
---------------------------     ---------------------------------------------   

Not Applicable.                                                   

Securities to be registered pursuant to Section 12(g) of the Act:       

Common Stock, par value $.0015 per share  
--------------------------------------------------------------------------------
(Title of Class)  

1.  

8-A12G
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Item 1.  Description of Registrant's Securities to be Registered.               

   A description of the Common Stock to be registered hereunder is contained
in the section entitled "Description of Capital Stock," of the Registrant's     
Registration Statement on Form S-1, as amended (Registration No. 333-30708) (the
"Registration Statement"), initially filed with the Securities and Exchange     
Commission on February 18, 2000 and is incorporated herein by reference.        

Item 2.  Exhibits.                                                              

Each of the following exhibits to this registration statement has been
filed as an exhibit to the Registration Statement (as defined above) and is     
incorporated herein by reference:                                               

                                                                [Download Table]

Exhibit                                                
Number   Description                                   
-------  -----------                                   
                                                       
3.1      Restated Certificate of Incorporation of the  
         Registrant, as amended, as filed with the     
         Secretary of State of the State of Delaware.  

3.2      Form of Restated Certificate of Incorporation,
         to be effective upon the closing of this      
         offering.                                     

3.3      Bylaws of the Registrant                      

3.4      Form of Amended and Restated Bylaws to be     
         effective upon the closing of this offering.  

3.5      Amendment to Restated Certificate of          
         Incorporation, as filed with the Secretary of 
         State of the State of Delaware.               

3.6      Certificate of Amendment to Restated          
         Certificate of Incorporation, as amended, as  
         filed with the Secretary of State of the State
         of Delaware.                                  

4.2      Specimen stock certificate representing shares
         of common stock of the Registrant.            

5.1      Opinion of Cooley Godward LLP regarding the   
         legality of the securities being registered.  

10.3     Amended and Restated Stockholders' Rights     
         Agreement, dated March 29, 1999.              

2.  

8-A12G
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                                                                [Download Table]

                                                     
10.4   Amended and Restated Investors' Agreement,    
       dated November 17, 1999.                      

10.5   First Amendment to Amended and Restated       
       Investors' Agreement, dated as of December 15,
       1999.                                         

10.20  Shareholders Agreement, dated June 9, 2000.   

3.

8-A12G
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SIGNATURE 

   Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has caused this registration statement to be signed on  
its behalf by the undersigned, thereunto duly authorized.                       

      Evoke Communications, Inc.
(Registrant)        

Date: July 17, 2000           By:  /s/ Stephanie A. Anagnostou                  
                        ______________________________________
                 Stephanie A. Anagnostou
                   Senior Vice President and
         General Counsel

4.

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G’ Filing		Date		First		Last			Other Filings
Filed on:		7/17/00		4					S-1/A
		6/9/00		3
		2/18/00		2					S-1,  S-1/A
		12/15/99		3
		11/17/99		3
		3/29/99		2
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