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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
Modem Media . Poppe Tyson, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 06-1464807
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
228 Saugatuck Avenue, Westport, CT 06880
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(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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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: 333-68057
Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Stock, Par Value $.001
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Title of Class
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Incorporated by reference to "Description of Capital Stock" section
and Shares Eligible for Future Sale section on pages 61-66 of the
Registrant's Registration Statement on Form S-1 (file number 333-
68057) filed with the Securities and Exchange Commission on November
27, 1998, as amended (the "S-1 Registration Statement").
ITEM 2. EXHIBITS
The following exhibits are filed as part of this registration
statement:
3.1(a)* Certificate of Incorporation of Registrant, as amended.
3.1(b)* Form of Amended and Restated Certificate of Incorporation
of Registrant to be effective upon consummation of the
offering.
3.2(a)* Bylaws of Registrant, as amended.
3.2(b)* Form of Bylaws of Registrant to be effective upon
consummation of the offering.
4.1* Form of Registrant's Class A common stock certificate.
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* Incorporated by reference to Exhibit 3.1(a) through Exhibit 4.1 to the S-1
Registration Statement.
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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, thereto duly authorized.
Date: January 30, 1999 Modem Media . Poppe Tyson, Inc.
By: /s/ Steven C. Roberts
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Steven C. Roberts
Chief Financial Officer and Secretary
