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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
EARTHLINK NETWORK, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4481766
(State of incorporation (IRS Employer
or organization) Identification No.)
3100 NEW YORK DRIVE
PASADENA, CALIFORNIA 91107
(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
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None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The Registrant hereby incorporates by reference herein the description of
the Registrant's Common Stock, $.01 par value per share, appearing under the
caption, "Description of Capital Stock," in the Prospectus contained in the
Registrant's Registration Statement on Form S-1, as filed with the Securities
and Exchange Commission concurrently herewith, and as such section may be
amended until the time such Registration Statement is declared effective. The
Company's Certificate of Incorporation and Bylaws are filed as Exhibits 3.1 and
3.2, respectively, to the aforesaid Registration Statement on Form S-1.
Item 2. EXHIBITS
The following exhibits are filed as part of the Registration Statement.
2(a) Registration Statement on Form S-1, as filed with the Securities
and Exchange Commission on November 8, 1996 and as subsequently
amended and filed on November 19, 1996, December 11, 1996 and
December 23, 1996.
2(b) Amended and Restated Certification of Incorporation.(1)/
2(c) Certificate of Designation, Preferences and Rights of Series A
Convertible Preferred Stock(2)/
2(d) Bylaws.(3)/
2(e) Copy of form of stock certificate for the Registrant's Common
Stock.(4)/
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(1)/ Incorporated herein by reference to Exhibits 3.1 and 3.1(a) of the
Registrant's Registration Statement on Form S-1.
(2)/ Incoporated herein by reference to Exhibits 3.3 and 3.3(a) of the
Registrant's Registration Statement on Form S-1.
(3)/ Incorporated herein by reference to Exhibit 3.2 of the Registrant's
Registration Statement on Form S-1.
(4)/ Incorporated herein by reference to Exhibit 4.2 of the Registrant's
Registration Statement on Form S-1.
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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, thereunto duly authorized.
EARTHLINK NETWORK, INC.
By /s/ Barry Hall
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Barry Hall
Chief Financial Officer
Dated: January 9, 1997
