<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 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
FRONTLINE COMMUNICATIONS CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its character)
Delaware 13-3950283
- ----------------------- -----------------------
(State of incorporation (IRS Employer Identifi-
or organization) cation No.)
One Blue Hill Plaza, 6th Floor
P.O. Box 1548, Pearl River, New York 10965
- ------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Exchange Section 12(g) of the Exchange
Act and is effective pursuant Act and is effective pursuant
to General Instruction A.(c), to General Instruction A.(d),
please check the following please check the following
box. |_| box. |X|
Securities Act registration statement file number to which this
form relates: 333-34115
---------
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
- ----------------------- -------------------------------
None Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class)
Redeemable Warrants, each to purchase one share of Common Stock
---------------------------------------------------------------
(Title of Class)
<PAGE>
1. Description of Registrant's Securities to be Registered.
This Registration Statement relates to the Common Stock, par value $.01
per share (the "Common Stock"), and the Redeemable Warrants, each to purchase
one share of Common Stock (the "Warrants"), of Frontline Communications
Corporation, a Delaware corporation (the "Registrant"). For a description of the
Registrant's Common Stock and Warrants to be registered hereunder, reference is
made to the material set forth under the caption "Description of Securities"
contained in the Registration Statement on Form SB-2 of the Registrant (SEC file
no. 333-34115) initially filed with the Securities and Exchange Commission on
August 21, 1997, and subsequently amended, (the "Registration Statement")
pursuant to the Securities Act of 1933, as amended, which material is
incorporated herein by reference.
2. Exhibits.
1.1 Registrant's Restated Certificate of Incorporation, as
amended (incorporated by reference to Exhibit 3.1 of the Registrant's
Registration Statement).
1.2 Registrant's Bylaws, as amended (incorporated by reference
to Exhibit 3.2 of the Registrant's Registration Statement).
2.1 Form of the Registrant's Public Warrant Agreement
(incorporated by reference to Exhibit 4.2 of the Registrant's Registration
Statement).
2.2 Form of the Registrant's Warrant Certificate (incorporated
by reference to Exhibit 4.3 of the Registrant's Registration Statement).
<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, thereunto duly authorized.
Dated: May 7, 1998
FRONTLINE COMMUNICATIONS CORPORATION
------------------------------------
(Registrant)
By: /s/ Stephen J. Cole-Hatchard
------------------------------------
Stephen J. Cole-Hatchard
President and Chief Executive
Officer