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 CIRCLE GROUP INTERNET, INC. --------------------------- (Exact name of registrant as specified in its charter) Illinois 36-4197173 -------- ---------- (State of incorporation or organization) (I.R.S. Employer Identification No.) 1011 Campus Drive, Mundelein, IL 60060 -------------------------------------- (Address of principal executive offices) (Zip Code) 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 ------------------- ------------------------------ None None 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: 333-83701. Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, par value $.0001 ------------------------------ (Title of Class) ITEM 1. Description of Registrant's Securities to be Registered. The description of the Common Stock, par value $.0001 per share, of the Registrant under the caption "Description of Securities" contained in the Registrant's Registration Statement on Form SB-2, file number 333-83701, as filed with the Securities and Exchange Commission on July 23, 1999, as amended from time to time, is hereby incorporated by reference. ITEM 2. Exhibits. Number Description 3.1 Articles of Incorporation are hereby incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form SB-2, file number 333-83701. 3.2 Articles of Amendment dated December 8, 1997 to the Articles of Incorporation are hereby incorporated by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form SB-2, file number 333-83701. 3.3 Articles of Amendment dated December 15, 1997 to the Articles of Incorporation are hereby incorporated by reference to Exhibit 3.3 to the Registrant's Registration Statement on Form SB-2, file number 333-83701. 3.4 By-Laws are hereby incorporated by reference to Exhibit 3.4 to the Registrant's Registration Statement on Form SB-2, file number 333-83701. 4.1 Specimen Common Stock Certificate are hereby incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form SB-2, file number 333-83701. 10.7 1999 Stock Option Plan are hereby incorporated by reference to Exhibit 10.7 to the Registrant's Registration Statement on Form SB-2, file number 333-83701. 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, thereto duly authorized. Circle Group Internet, Inc. (Registrant) Date: October 26, 1999 By: /s/ Gregory J. Halpern --------------------------------- Gregory J. Halpern, Chairman and Chief Executive Officer