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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
LENDINGTREE, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 25-1795344
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
6701 Carmel Road, Suite 205 Charlotte, NC 28226
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration If this form relates to the registration
of a class of securities pursuant to of a class of securities pursuant to
Section 12(b) of the Exchange Act Section 12(g) of the Exchange Act
and is effective upon filing pursuant and is effective pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box. [ ] check the following box. [x]
Securities Act registration statement file number to which this form relates:
333-91839
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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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None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
(Title of Class)
Series A Junior Participating Preferred Stock
(rights to purchase such stock are attached to the common stock)
(Title of Class)
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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. 333-91839)
(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
Registrant (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. Amended and Restated Registration Rights Agreement, dated as of September
20, 1999, among the Registrant and stockholders named therein
(incorporated by reference to Exhibit 10.7 to the Registration Statement)
4. Form of Registrant's Rights Plan (incorporated by reference to Exhibit
4.2 to the Registration Statement)
5. Specimen Certificate for the Registrant's common stock (incorporated by
reference to Exhibit 4.1 to the Registration Statement)
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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: January 28, 2000
LendingTree, Inc.
By: /s/ Keith Hall
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Name: Keith Hall
Title: Senior Vice President &
Chief Financial Officer