<PAGE>
UNITED STATES
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
NETRADIO CORPORATION
---------------------
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1819471
- --------------------------------------- -----------------------------------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
43 MAIN STREET SOUTHEAST, SUITE 149
MINNEAPOLIS, MINNESOTA 55414
---------------------- -----------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act: 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:
333-73261
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE PER SHARE
------------------------------------
Title of Class
* This form shall become effective upon the effectiveness of the
Securities Act registration statement relating to the class of
securities being registered concurrently herewith in accordance with
Rule 12d1-2(c)(2)
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
NetRadio Corporation has filed a registration statement on Form S-1
(File No. 333- 73261) to register shares of its common stock, having no par
value. The response to this item is incorporated by reference from information
contained under the captions "Description of Capital Stock" and "Shares Eligible
for Future Sale" in NetRadio's registration statement, as originally filed with
the Securities and Exchange Commission on March 3, 1999, and as subsequently
amended. The registration statement, as amended, is incorporated herein by
reference.
Item 2. EXHIBITS.
The following exhibits are incorporated by reference to the
respective Exhibits of the same number in NetRadio's registration statement on
Form S-1 filed with the Securities and Exchange Commission on March 3, 1999 and
as subsequently amended:
3.1 Articles of Incorporation of NetRadio, as amended
3.3 Amended and Restated Bylaws of NetRadio, to become effective
on the effective date of the offering
4.1 Form of Common Stock Certificate
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.
NETRADIO CORPORATION
Dated: October 7, 1999 By /s/Michael P. Wise
---------------------------------
Michael P. Wise, Vice President and
Chief Financial Officer
Page 2 of 2
