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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
MEDSCAPE, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-3879679
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
134 WEST 29TH STREET
NEW YORK, NEW YORK 10001-5399
(Address of Principal Executive Offices) (Zip Code)
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), please 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), please check the following box. |X|
Securities Act registration statement file number to which this form relates:
333-77665 (If applicable)
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, $0.01 par value per share
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
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. 333-77665) as originally filed with the
Securities and Exchange Commission on May 4, 1999, or as subsequently
amended (the "Registration Statement"), and in the prospectus included
in the Registration Statement, is hereby incorporated by reference in
response to this item.
Item 2. Exhibits.
The following exhibits are filed as part of this registration
statement:
1. Amended and Restated Certificate of Incorporation of the
Registrant, as currently in effect (incorporated by reference
to Exhibit 3.1 to the Registration Statement);
2. Amendment to the Amended and Restated Certificate of
Incorporation (incorporated by reference to Exhibit 3.1.1 to
the Registration Statement);
3. Form of Amendment to the Amended and Restated Certificate to
be filed in connection with the NDC and CBS transactions
(incorporated by reference to Exhibit 3.1.2 to the
Registration Statement);
4. Amendment, filed September 3, 1999, to the Amended and
Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.1.3 to the Registration Statement).
5. Form of Amended and Restated Certificate of Incorporation of
the Registrant, to be filed prior to the closing of the
offering made under the Registration Statement (incorporated
by reference to Exhibit 3.2 to the Registration Statement);
6. By-Laws of the Registrant (incorporated by reference to
Exhibit 3.3 to the Registration Statement);
7. Form of Registrant's Specimen Common Stock Certificate
(incorporated by reference to Exhibit 4.1 to the Registration
Statement);
8. Amended and Restated Stockholders' Agreement, dated March 5,
1999, among the Registrant and certain of the Registrant's
security holders (incorporated by reference to Exhibit 10.23
to the Registration Statement);
9. Amendment, dated May 24, 1999, to the Amended and Restated
Stockholders' Agreement (incorporated by reference to Exhibit
10.23.1 to the Registration Statement);
10. Amended and Restated Stockholders' Agreement, dated August 4,
1999, among the Registrant and certain of the Registrant's
security holders (incorporated by reference to Exhibit
10.23.2 to the Registration Statement)
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11. Form of Amendment, dated September 8, to the Amended and
Restated Stockholders' Agreement dated August 4, 1999 and
consent to Conversion of Preferred Stock, among the
Registrant and certain of the Registrant's security holders
(incorporated by reference to Exhibit 10.23.3 to the
Registration Statement)
12. Form of Stockholders' Agreement between Medscape, Inc. and CBS
Corporation, dated July __, 1999 (incorporated by reference to
Exhibit 10.32 to the Registration Statement);
13. Form of Joinder Agreement among certain Medscape, Inc.
shareholders, dated July __, 1999, in connection with the
Stockholders' Agreement dated July __, 1999 (incorporated by
reference to Exhibit 10.33 to the Registration Statement); and
14. Form of Registration Rights Agreement between Medscape, Inc.
and CBS Corporation, dated July __, 1999 (incorporated by
reference to Exhibit 10.36 to the Registration Statement).
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.
Date: September 24, 1999 MEDSCAPE, INC.
By: /s/ Paul T. Sheils
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Paul T. Sheils
Chief Executive Officer and President
