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 l934
AllAdvantage.com Inc.
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(Exact name of registrant as specified in its charter)
Delaware 94-3327058
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
4010 Point Eden Way
Hayward, California 94545
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a If this Form relates to the registration of a
class of securities pursuant to Section 12(b) of class of securities pursuant to Section 12(g) of
the Exchange Act and is effective pursuant to the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following General Instruction A.(d), check the following
box. [_] box. [X]
Securities Act registration statement file number to which this form relates:
333-96271
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Securities to be registered pursuant to Section 12(b) of the Act:
None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share
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(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
The description of the common stock of Registrant set forth under the
caption "Description of Capital Stock" in Registrant's Registration Statement on
Form S-1 (File No. 333-96271) as originally filed with the Securities and
Exchange Commission on February 7, 2000, or as subsequently amended (the
"Registration Statement"), and in the prospectus included in the Registration
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Statement, is hereby incorporated by reference in response to this item.
Item 2. Exhibits.
The following exhibits are filed herewith or incorporated herein by
reference:
Exhibit
Number Exhibit Title or Description
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3.01 Registrant's Certificate of Incorporation (incorporated
by reference to Exhibit 3.01 to the Registration
Statement).
3.02 Registrant's Form of First Amended and Restated
Certificate of Incorporation (to be filed and effective
prior to the completion of this offering) (incorporated
by reference to Exhibit 3.02 to the Registration
Statement).
3.03 Registrant's Form of Second Amended and Restated
Certificate of Incorporation (to be filed and effective
upon the completion of this offering) (incorporated by
reference to Exhibit 3.03 to the Registration
Statement).
3.04 Registrant's Bylaws (incorporated by reference to
Exhibit 3.04 to the Registration Statement).
3.05 Registrant's Restated Bylaws (to be effective prior to
the completion of this offering) (incorporated by
reference to Exhibit 3.05 to the Registration
Statement).
4.01 Form of Specimen Certificate for Registrant's common
stock (incorporated by reference to Exhibit 4.01 to the
Registration Statement).
4.02 Second Amended and Restated Investor Rights Agreement,
dated as of February 4, 2000 (incorporated by reference
to Exhibit 4.02 of the Registration Statement).
99.01 The description of Registrant's common stock set forth
under the caption "Description of Capital Stock" in the
prospectus included in 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 to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: March 23, 2000 AllAdvantage.com Inc.
By: /s/ MICHAEL DEPATIE
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Michael A. Depatie
Chief Financial Officer
Index to Exhibits
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Exhibit
Number Exhibit Title or Description
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3.01 Registrant's Certificate of Incorporation (incorporated by
reference to Exhibit 3.01 to the Registration Statement).
3.02 Registrant's Form of First Amended and Restated Certificate
of Incorporation (to be filed and effective prior to the
completion of this offering) (incorporated by reference to
Exhibit 3.02 to the Registration Statement).
3.03 Registrant's Form of Second Amended and Restated Certificate
of Incorporation (to be filed and effective upon the
completion of this offering) (incorporated by reference to
Exhibit 3.03 to the Registration Statement).
3.04 Registrant's Bylaws (incorporated by reference to Exhibit
3.04 to the Registration Statement).
3.05 Registrant's Restated Bylaws (to be effective prior to the
completion of this offering) (incorporated by reference to
Exhibit 3.05 to the Registration Statement).
4.01 Form of Specimen Certificate for Registrant's common stock
(incorporated by reference to Exhibit 4.01 to the
Registration Statement).
4.02 Second Amended and Restated Investor Rights Agreement, dated
as of February 4, 2000 (incorporated by reference to Exhibit
4.02 of the Registration Statement).
99.01 The description of Registrant's common stock set forth under
the caption "Description of Capital Stock" in the prospectus
included in the Registration Statement.