As filed with the Securities and Exchange Commission on April 30, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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
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COMPS.COM, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 33-0645337
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(State of Incorporation (IRS Employer Identification No.)
or Organization)
9888 CARROLL CENTRE ROAD, SUITE 100
San Diego, California 92126-4581
(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 and is securities pursuant to Section
effective pursuant to General 12(g) of the Exchange Act and is
Instruction A.(c), please check the effective pursuant to General
following box. [_] Instruction A.(d), please check
the following box. [X]
Securities Act Registration Statement File Number to which this form
relates: 333-72901
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(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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Not Applicable Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
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(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
See "Description of Securities" in COMPS.COM, INC.'s (the "Company")
Registration Statement on Form S-1 (Registration No. 333-72901) filed with the
Securities and Exchange Commission (the "Commission") on February 25, 1999 as
amended on April 5, 1999 and April 14, 1999 and by any other amendments to such
Registration Statement on Form S-1 made prior to the effective date
(collectively, the "Registration Statement"), each of which is incorporated
herein by reference. The form of Prospectus filed by the Company pursuant to
Rule 424(b) promulgated under the Securities Act of 1933, as amended, shall be
deemed to be incorporated by reference into the Registration Statement.
ITEM 2. EXHIBITS.
The following exhibits to this Registration Statement on Form 8-A are
incorporated by reference to the documents specified which have been or will be
filed with the Commission:
1. Form of Second Restated Certificate of Incorporation of the Company to
become effective simultaneously with the completion of the Company's
offering of shares of its Common Stock, filed as Exhibit 3.2 to the
Registration Statement.
2. Form of Restated Bylaws of the Company to become effective
simultaneously with the completion of the Company's offering of shares
of its Common Stock, filed as Exhibit 3.4 to the Registration
Statement.
3. Form of Certificate for Common Stock, filed as Exhibit 4.1 to the
Registration Statement.
4. Amended and Restated Investor Rights Agreement, filed as Exhibit 10.1
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 on Form 8-A
to be signed on its behalf by the undersigned, thereto duly authorized.
COMPS.COM, INC.
Date: April 30, 1999 By: /s/ Christopher A. Crane
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Christopher A. Crane
President and Chief Executive Officer
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM 8-A
UNDER
SECURITIES EXCHANGE ACT OF 1934
COMPS.COM, INC.
EXHIBIT INDEX
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The following exhibits to this Registration Statement on Form 8-A are
incorporated by reference to the documents specified which have been or will be
filed with the Commission:
Exhibit
Number Exhibit
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1. Form of Second Restated Certificate of Incorporation of the Company
to become effective simultaneously with the completion of the
Company's offering of shares of its Common Stock, filed as Exhibit
3.2 to the Registration Statement.
2. Form of Restated Bylaws of the Company to become effective
simultaneously with the completion of the Company's offering of
shares of its Common Stock, filed as Exhibit 3.4 to the Registration
Statement.
3. Form of Certificate for Common Stock, filed as Exhibit 4.1 to the
Registration Statement.
4. Amended and Restated Investor Rights Agreement, filed as Exhibit
10.1 to the Registration Statement.