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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
AMENDMENT NO. 2
FORM 8-A
FOR REGISTRATION OF CERTAIN
CLASSES OF SECURITIES PURSUANT TO
SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
_________________________
SHOPPING.COM
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 33-0733679
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(STATE OF INCORPORATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
2101 E. COAST HIGHWAY, GARDEN LEVEL, CORONA DEL MAR, CALIFORNIA 92625
(714) 640-4393
ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OR
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
_________________________
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
_________________________
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. [ ]
_________________________
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK
_________________________
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Registrant hereby incorporates by reference Shopping.com's Form SB-2
Registration Statement, Amendment No. 1, and Amendment No. 2, under The
Securities Act of 1933 previously filed with the United States Securities and
Exchange Commission.
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ITEM 2. EXHIBITS.
I. Registrant hereby incorporates by reference the following Exhibits
previously filed with the United States Securities and Exchange Commission in
Shopping.com's Form SB-2 Registration Statement, Amendment No. 1 and
Amendment No. 2, under The Securities Act of 1933:
3.01 Amended and restated Articles of Incorporation
3.02 By-Laws
3.03 Proposed Amended and restated Articles of Incorporation
4.01 Stock Option Plan of 1997
4.02 Form of Incentive Stock Option Agreement form under Stock Option
Plan of 1997 (Mc Nulty)
4.03 Form of Incentive Stock Option Agreement form under Stock Option
Plan of 1997 (Hay)
4.04 Form of Incentive Stock Option Agreement form under Stock Option
Plan of 1997 (Non-employee)
4.05 Form of Incentive Stock Option Agreement form under Stock Option
Plan of 1997 (Employee)
4.06 Form of $3.00 Warrant Certificate
4.07 Form of $1.50 Warrant Certificate
4.08 Form of Underwriter's Warrant Certificate
4.09 Form of Demand Registration Rights Agreement
4.10 Form of Piggy Back Registration Rights Agreement
4.11 Form of Irrevocable Proxy
4.12 Form of Irrevocable Proxy
4.13 Domain Name Transfer
4.14 [Intentionally Omitted]
4.15 Form of Lock-up Agreement
4.16 Specimen of Commmon Stock Certificate
II. 1. Registrant hereby incorporates by reference Shopping.com's Form SB-2
Registration Statement, Amendment No. 1, and Amendment No. 2, under
The Securities Act of 1933 previously filed with the United States
Securities and Exchange Commission.
2. Not Applicable.
3. Not Applicable.
4. Registrant hereby incorporates by reference the following
Exhibits previously filed with the United States Securities and
Exchange Commission in Shopping.com's Form SB-2 Registration
Statement, Amendment No. 1 and Amendment No. 2, under The Securities
Act of 1933:
3.01 Amended and restated Articles of Incorporation
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3.02 By-Laws
3.03 Proposed Amended and restated Articles of Incorporation
4.01 Stock Option Plan of 1997
4.02 Form of Incentive Stock Option Agreement form under Stock
Option Plan of 1997 (Mc Nulty)
4.03 Form of Incentive Stock Option Agreement form under Stock
Option Plan of 1997 (Hay)
4.04 Form of Incentive Stock Option Agreement form under Stock
Option Plan of 1997 (Non-employee)
4.05 Form of Incentive Stock Option Agreement form under Stock
Option Plan of 1997 (Employee)
4.06 Form of $3.00 Warrant Certificate
4.07 Form of $1.50 Warrant Certificate
4.08 Form of Underwriter's Warrant Certificate
4.09 Form of Demand Registration Rights Agreement
4.10 Form of Piggy Back Registration Rights Agreement
4.11 Form of Irrevocable Proxy
4.12 Form of Irrevocable Proxy
4.13 Domain Name Transfer
4.14 [Intentionally Omitted]
4.15 Form of Lock-up Agreement
4.16 Specimen of Common Stock Certificate
5. Registrant hereby incorporates by reference Exhibit No. 4.16
previously filed with the United States Securities and Exchange
Commission in Shopping.com's Form SB-2 Registration Statement,
Amendment No.2.
6. Not Applicable.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused the registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Registrant: SHOPPING.COM
Date: November 21, 1997
By: /s/ Kristine E. Webster
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Kristine E. Webster,
Chief Financial Officer and
Senior Vice President
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