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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
THE COBALT GROUP, INC.
(Exact name of registrant as specified in its charter)
Washington 91-167947
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(State of incorporation) (IRS Employer Identification No.)
2030 First Avenue, Suite 300, Seattle, WA 98121
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(Address of principal executive offices) (zip code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box. [ ]
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), please 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), please check the following box. [x]
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
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
For a description of the securities to be registered hereunder,
reference is made to the information set forth under the heading "Description of
Capital Stock" in the Registrant's Prospectus, which constitutes a part of the
Registrant's Registration Statement on Form S-1 (File No. 333-79483), as
amended, filed under the Securities Act of 1933, as amended, which information
is hereby incorporated herein by reference.
ITEM 2. EXHIBITS
The following exhibits are incorporated herein by reference to the
exhibits with the same numbers in the Registration Statement on Form S-1
(File No. 333-79483), as amended, filed under the Securities Act of 1933, as
amended:
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EXHIBIT NUMBER EXHIBIT TITLE
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3.1 Amended and Restated Articles of Incorporation of The Cobalt
Group, Inc.
3.2 Bylaws of The Cobalt Group, Inc.
10.7 Registration Agreement, dated February 28, 1997, between The Cobalt
Group, Inc., The Productivity Fund III, L.P., Environmental Private
Equity Fund II, L.P. and Mark Koulogeorge.
10.7.1 Amendment to Registration Agreement, dated October 7, 1998, between
The Cobalt Group, Inc., the Productivity Fund III, L.P.,
Environmental Private Equity Fund II, L.P. and Mark Koulogeorge.
10.7.2 Amendment to Registration Agreement, dated July 7, 1998, between The
Cobalt Group, Inc., the Productivity Fund III, L.P., Environmental
Private Equity Fund II, L.P. and Mark Koulogeorge.
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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.
THE COBALT GROUP, INC.
/s/ Geoffrey T. Barker
Geoffrey T. Barker
Co-Chief Executive Officer
Dated: July 8, 1999
