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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
USA.NET, Inc.
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(Exact Name of Registrant as Specified in its Charter)
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<S> <C>
Delaware 84-1163852
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
1155 Kelly Johnson Blvd., Ste. 400, Colorado Springs, CO 80920
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to class of securities pursuant to
Section 12(b) of the Exchange Act and is Section 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box. / / following box. /X/
Securities Act registration statement file number to which this form relates:
333-75687
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Names of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001 per share
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Registrant's Common Stock, par value $.001 per share,
being registered hereby is contained in the Registrant's Registration Statement
on Form S-1, as amended (Registration No. 333-75687) (the "Registration
Statement"), initially filed with the Securities and Exchange Commission on
April 5, 1999, under the caption "Description of Securities" and is incorporated
herein by reference.
ITEM 2. EXHIBITS.
Each of the following exhibits to this registration statement has been
filed as an exhibit to the Registration Statement (as defined above) and is
incorporated herein by reference:
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Exhibit
Number Description
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1 Restated Certificate of Incorporation of the Registrant.
2 Certificate of Amendment of Restated Certificate of Incorporation of the Registrant.
3 Form of Restated Certificate of Incorporation of the Registrant to become effective upon the
closing of the public offering covered by the Registration Statement.
4 Bylaws of the Registrant.
5 Amended and Restated Bylaws of the Registrant to become effective upon the closing of the
public offering covered by the Registration Statement.
6 Specimen stock certificate representing shares of Common Stock of the Registrant.
7 Second Amended and Restated Investor Rights Agreement among the Company and certain of its
stockholders.
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1.
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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.
USA.NET, INC.
Date: May 28, 1999 By: /s/ MARY M. BEAZLEY
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Mary M. Beazley
Executive Vice President of Administration
and Investor Relations
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