SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SHOPNOW.COM INC. ------------------------------------------------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) WASHINGTON 91-1628103 ----------------------- ------------------- (STATE OF INCORPORATION (I.R.S. EMPLOYER OR ORGANIZATION) IDENTIFICATION NO.) 411 FIRST AVENUE SOUTH, SUITE 200 NORTH, SEATTLE, WA 98101 ---------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) 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: 333-80981 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 Securities to be registered pursuant to Section 12(g) of the Act: COMMON STOCK, PAR VALUE $.001 ----------------------------- (Title of Class) INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED Incorporated by reference to the information contained in the section titled "Description of Capital Stock" in the Registrant's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 18, 1999, (file number 333-80981) (the "Form S-1 Registration Statement"). ITEM 2. EXHIBITS The following exhibits are filed as part of this registration statement: 3.1 Amended and Restated Articles of Incorporation of Registrant. 3.2 *Bylaws of the Registrant. 4.1 Specimen Common Stock Certificate. _______________________ * Incorporated by reference to the corresponding exhibit filed with the Form S-1 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, thereto duly authorized. Date: July 14, 1999 SHOPNOW.COM INC. By: /s/ Alan D. Koslow ----------------------------------- Alan D. Koslow Executive Vice President, Chief Financial Officer, General Counsel and Secretary