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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ONSALE, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 77-0408319
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(State of incorporation or organization) (I.R.S. Employer
Identification Number)
1861 LANDINGS DRIVE
MOUNTAIN VIEW, CALIFORNIA 94043
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
NONE.
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.001 PAR VALUE
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(Title of Class)
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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 as originally filed or as subsequently amended (the "Registration
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Statement"), which Registration Statement was originally filed on December 20,
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1996 (File No. 333-18459), 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 herewith or incorporated herein by
reference:
Exhibit
Number Exhibit Title or Description
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3.01* Registrant's Certificate of Incorporation.
3.02* Registrant's Bylaws.
4.01* Investors Rights Agreement dated September 12, 1996.
99.01* The description of Registrant's capital stock set forth
under the caption "Description of Capital Stock" on pages
42 and 43 of the Prospectus included in the Registration
Statement.
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* Filed as an exhibit to or as part of the Registration Statement and
incorporated herein by reference.
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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.
Dated: March 11, 1997 ONSALE, INC.
By: /s/John F. Sauerland
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John F. Sauerland
Chief Financial Officer
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INDEX TO EXHIBITS
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<TABLE>
<CAPTION>
Exhibit Sequentially
Number Exhibit Title or Description Numbered Page
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<S> <C> <C>
3.01 Registrant's Certificate of Incorporation (incorporated *
herein by reference to Exhibit 3.01 to the Registration
Statement).
3.02 Registrant's Bylaws (incorporated herein by reference *
to Exhibit 3.04 to the Registration Statement)
4.01 Investors Rights Agreement dated September 12, 1996. *
99.01 The description of Registrant's capital stock set forth *
under the caption "Description of Capital Stock" on
pages 42 and 43 of the Prospectus included in the
Registration Statement.
</TABLE>
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* Filed as an exhibit to or as part of the Registration Statement and
incorporated herein by reference.
