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
DELTATHREE.COM, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-4006766
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
430 Park Avenue, Suite 500, New York, NY 10022
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration If this form relates to the
of a class of securities pursuant to registration of a class of
Section 12(b) of the Exchange Act securities pursuant to Section
and is effective upon filing pursuant 12(g) of the Exchange Act and is
to General Instruction A.(c), please effective upon filing pursuant to
check the following box. / / General Instruction A.(d), please
check the following box. /x/
Securities Act registration statement file number to which this form
relates: 333-86503
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Securities to be registered pursuant to Section 12(b) of the Act:
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:
Class A Common Stock, par value $0.001
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(Title of Class)
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered
For a description of the securities to be registered hereunder,
reference is made to the information set forth under the heading "Description of
Capital Stock" in the Registrant's Prospectus, which constitutes a part of the
Registrant's Registration Statement on Form S-1, as amended (File No. 333-86503)
(the "Registration Statement"), filed under the Securities Act of 1933, as
amended, which information is hereby incorporated herein by reference.
Item 2. Exhibits
The following exhibits to this Registration Statement have been
filed as exhibits to the Registration Statement and are hereby incorporated
herein by reference.
Exhibit
Number Description of Exhibit
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1. Form of Amended and Restated Certificate of Incorporation of the Regis
trant (incorporated by reference to Exhibit 3.1 to the Registration
Statement)
2. Form of Amended and Restated By-laws of the Registrant (incorporated
by reference to Exhibit 3.2 to the Registration Statement)
3. Registration Rights Agreement, dated as of September 1, 1999, between
the Registrant and RSL Communications, Ltd. (incorporated by reference
to Exhibit 4.3 to the Registration Statement)
4. Specimen Certificate for the Registrant's common stock, to be filed
prior to the completion of this offering (incorporated by reference to
Exhibit 4.1 to the Registration Statement)
5. Investors Rights Agreement dated as of September 29, 1999, between the
Registrant and Yahoo! Inc.(incorporated by reference to Exhibit 10.13
to the Registration Statement)
6. Investors Rights Agreement dated as of October 20, 1999, between the
Registrant and CNET Investments, Inc.(incorporated by reference to
Exhibit 10.17 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
or amendment thereto to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated: November 12, 1999
deltathree.com, Inc.
By:/s/ Mark Hirschhorn
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Name: Mark Hirschhorn
Title: Vice President & Chief Financial Officer