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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
AUDIOHIGHWAY.COM
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 77-0377306
(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
20600 MARIANI AVENUE, CUPERTINO, CALIFORNIA 95014
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Common Stock, No Par Value
Common Stock Purchase Warrants
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.
/X/
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.
/ /
Securities Act registration statement file number to which this form
relates: 333-59823
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The information required by Item 1 is incorporated herein by
reference to the cover page of the Prospectus (the "Prospectus") included in
the Registrant's Registration Statement on Form SB-2 initially filed with the
Commission on July 24, 1998, as amended from time to time thereafter (File
No. 333-59823) (the "Registration Statement"), and the information contained
under the heading "Description of Securities" in the Prospectus.
ITEM 2. EXHIBITS
The following exhibits are filed as a part of this registration
statement:
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3.1.1* Articles of Incorporation of the Registrant, as amended and currently
in effect
3.1.2* Certificate of Amendment of Articles of Incorporation of the
Registrant
3.1.3* Certificate of Amendment of Articles of Incorporation of the
Registrant
3.1.4* Certificate of Amendment of Articles of Incorporation of the
Registrant
3.2* Bylaws of the Registrant
4.1* Specimen Common Stock Certificate
4.2* Form of Warrant Agreement between the Registrant and U.S. Stock
Transfer Corporation, as Warrant Agent
4.4* Specimen Warrant Certificate
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*Incorporated by reference to the exhibit of the same number to the
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: December 11, 1998
audiohighway.com
By: /S/ NATHAN M. SCHULHOF
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Nathan M. Schulhof
President and Chief Executive
Officer
