<PAGE>
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
PEAPOD, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 36-4118175
- ----------------------- -------------------------
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1033 University Place, Suite 375, Evanston, Illinois 60201
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
If this Form relates to If this Form relates to
the registration of a the registration of a class
class of debt securities of debt securities and is to
and is effective upon become effective
filing pursuant to General simultaneously with the
Instruction A(c)(1) please effectiveness of a concurrent
check the following box. [ ] registration statement under
the Securities Act of 1933
pursuant to General
Instruction A(c)(2) please
check the following box. [ ]
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, $.01 par value, including
associated Preferred Stock Purchase Rights
- --------------------------------------------------------------------------------
(Title of Class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description (the "Description") of the Registrant's Common Stock,
par value, $.01 per share, and the associated preferred stock purchase rights
(the "Rights") appearing under the caption "Description of Capital Stock" in the
Registrant's Preliminary Prospectus, dated May 12, 1997, included in its
Registration Statement on Form S-1, as amended (File No. 333-24341), is
incorporated herein by reference. Any subsequent amendment or any report filed
for the purpose of updating the description, and any description of the Common
Stock or Rights appearing under the caption "Description of Capital Stock" in
the Prospectus to be filed pursuant to Rule 424(b) under the Securities Act,
relating to Registration Statement No. 333-24341, are deemed to be incorporated
herein by reference.
There is no established public trading market for the Common Stock or
the associated Rights. The Common Stock has aplied for quotation of the Common
Stock on the Nasdaq National Market.
ITEM 2. EXHIBITS
Exhibit No. Description
- ----------- -----------
1 The Registrant's Restated Certificate of Incorporation is hereby
incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1, as amended (File No. 333-24341).
2 The Registrant's Restated By-laws are hereby incorporated by reference
to Exhibit 3.2 to the Registrant's Registration Statement on Form S-1,
as amended (File No. 333-24341).
3 The form of Stockholders Rights Plan is hereby incorporated by
reference to Exhibit 4.1 to the Registrant's Registration Statement on
Form S-1, as amended (File No. 333-24341).
<PAGE>
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: May 12, 1997
PEAPOD, INC.
By: /s/ John C. Walden
------------------------------
John C. Walden
Executive Vice President,
Finance and Business
Development
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Description
- ----------- -----------
1 The Registrant's Restated Certificate of Incorporation is hereby
incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1, as amended (File No. 333-24341).
2 The Registrant's Restated By-laws are hereby incorporated by reference
to Exhibit 3.2 to the Registrant's Registration Statement on Form S-1,
as amended (File No. 333-24341).
3 The form of Stockholders Rights Plan is hereby incorporated by
reference to Exhibit 4.1 to the Registrant's Registration Statement on
Form S-1, as amended (File No. 333-24341).
