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 1934
MotherNature.com, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 23-2832064
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(State of incorporation (IRS Employer
or organization) Identification No.)
One Concord Farms, 490 Virginia Road, Concord, MA 01742
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(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), please 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), please check the following box: [X]
Securities Act registration statement file number to which this form relates:
333-_________ (If applicable)
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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None N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value per share
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(Title of Class)
Item 1. Description of Registrant's Securities to be Registered
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Information concerning the Registrant's Common Stock is contained in the
Registrant's Form S-1 Registration Statement, filed with the Securities and
Exchange Commission on August 13, 1999 (the "S-1 Registration Statement"), and
such information is incorporated herein by reference.
Item 2. Exhibits
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Exhibit No. Exhibit
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1. Certificate of Incorporation, as amended, of the Registrant
(currently in effect) (Incorporated by reference to Exhibit 3.1 to
the S-1 Registration Statement).
2. Form of Certificate of Amendment to Certificate of Incorporation of
the Registrant (to be filed upon the effectiveness of the
registration statement) (Incorporated by reference to Exhibit 3.2 to
the S-1 Registration Statement).
3. Form of First Amended and Restated Certificate of Incorporation of
the Registrant (to be filed upon the closing of the offering)
(Incorporated by reference to Exhibit 3.3 to the S-1 Registration
Statement).
4. By-laws of the Registrant (currently in effect) (Incorporated by
reference to Exhibit 3.4 to the S-1 Registration Statement).
5. Form of Amended and Restated By-laws of the Registrant (to take
effect as of the effective date of the registration statement)
(Incorporated by reference to Exhibit 3.5 to the S-1 Registration
Statement).
6. Second Amended and Restated Registration Rights Agreement dated as
of May 12, 1999 as amended on July 26, 1999 (Incorporated by
reference to Exhibit 10.10 to the S-1 Registration Statement).
SIGNATURE
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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.
MotherNature.com, Inc.
By: /s/ Michael L. Bayer
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Michael L. Bayer
Chief Financial Officer, Treasurer
and Secretary
Date: August 13, 1999