C NET INC /DE
8-A12G, 1996-06-26
MOTION PICTURE & VIDEO TAPE PRODUCTION
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<PAGE>

                      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



                                  C|NET, INC.
             (Exact name of registrant as specified in its charter)


                  Delaware                                  13-3696170
    (State of incorporation or organization)             (I.R.S. Employer
                                                          Identification No.)
 
               150 Chestnut Street
            San Francisco, California                            94111
    (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
         to be so registered             which each class is to be registered
         --------------------            ------------------------------------


                                     None


Securities to be registered pursuant to Section 12(g) of the Act:

                        Common Stock, $0.0001 par value
                               (title of class) 




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<PAGE>

Item 1.   DESCRIPTION OF SECURITIES TO BE REGISTERED.

     For a description of the Registrant's Common Stock, $0.0001 par value, see
"Prospectus Summary; Capitalization; Dividend Policy and Description of Capital
Stock" contained in the Prospectus which forms a part of the Registrant's
Registration Statement on Form SB-2, Registration No. 333-4752-LA, as filed with
the Securities and Exchange Commission on May 13, 1996 under the Securities Act
of 1933, as amended, including all amendments to such Registration Statement
filed after such date.  Such description is incorporated herein by this 
reference.

Item 2.   EXHIBITS.

     The following exhibits are filed with the Commission:

     1.1  Specimen form of Common Stock certificate of the Registrant (filed as
          Exhibit 4.1 to the Registration Statement and incorporated herein by
          this reference).
     
     2.1  Amended and Restated Certificate of Incorporation of the Registrant
          (filed as Exhibit 3.1 to the Registration Statement and incorporated
          herein by this reference).
     
     2.2  Amended and Restated Bylaws of the Registrant (filed as Exhibit 3.2 to
          the Registration Statement and incorporated herein by this reference).




                                    -2-


<PAGE>

                                  SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.


Date: June 23, 1996


                                       C|NET, INC.
                                       --------------------------------------
                                       (Registrant)


                                       By: /s/ Kevin Wendle
                                           -----------------------------------
                                       Name:   Kevin Wendle
                                       Title:  Executive Vice President






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