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
UPROAR INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3919458
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
240 West 35th Street, 9th Floor, New York, New York 10001
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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), 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), check the following box. |X|
Securities Act registration statement file number to which this
form relates: 333-93315.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be Registered Each Class is to be Registered
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None.
Securities to be registered pursuant to Section 12(g) of the Act:
Title of Each Class Name of Each Exchange on Which
to be Registered Each Class is to be Registered
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Common Stock, $0.01 par value NASDAQ National Market
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" contained in the Registrant's
Registration Statement on Form S-1, File No. 333-93315 (the "Form
S-1"), as filed with the Securities and Exchange Commission on
December 21, 1999, as amended, which information is hereby
incorporated by reference.
Item 2. Exhibits.
The following exhibits to this Registration Statement have been filed
as exhibits to the Registrant's Registration Statement on Form S-1
and are hereby incorporated herein by reference.
Exhibit No. Description
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3.1 Certificate of incorporation for Uproar Inc.
3.2 Bylaws for Uproar Inc.
3.3 Certificate of incorporation for Uproar Ltd.
3.4 Memorandum of association for Uproar Ltd.
3.5 Bye-laws of Uproar Ltd.
3.6 Certificate of Domestication of Uproar Ltd.
3.7 Certificate of Ownership and Merger of Uproar Inc.
with and into Uproar (DE) Inc.
4.1 Specimen Stock Certificate.
4.2 See Exhibits 3.1 and 3.2 for provisions of the
certificate of incorporation and bylaws
defining the rights of holders of common stock.
10.1 1999 Stock Option Plan.
10.10 Stock Incentive Plan.
10.15 Registration Rights Agreement dated February 2,
2000, by and between the Registrant and Trans
Cosmos USA, Inc.
SIGNATURES
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.
UPROAR, INC.
(Registrant)
Dated: March 16, 2000 By: /s/ Kenneth D. Cron
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Kenneth D. Cron
Chairman and Chief Executive Officer