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UNITED STATES
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
PREVIEW TRAVEL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-2965892
(State of incorporation or organization) (IRS Employer
Identification No.)
747 FRONT STREET, SAN FRANCISCO, CA 94111
(Address of principal executive offices) (Zip Code)
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
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
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Incorporated by reference to the information set forth under the caption
"Description of Capital Stock" in the Registrant's Registration Statement on
Form S-1, filed concurrently herewith.
Item 2. Exhibits
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The following exhibits are filed as a part of this Registration
Statement:
1 Specimen certificate for Registrant's Common Stock -
incorporated herein by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-1.
2.1 Certificate of Incorporation -- incorporated herein by
reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1.
2.2 Form of Amended and Restated Certificate of Incorporation to
be filed with the Delaware Secretary of State upon the
Registrant's reincorporation in Delaware-- incorporated
herein by reference to Exhibit 3.3 to the Registrant's
Registration Statement on Form S-1.
2.3 Bylaws - incorporated herein by reference to Exhibit 3.2 to
the Registrant's Registration Statement on Form S-1.
2.4 Third Amended and Restated Registration Rights Agreement
dated June 28, 1996, as amended, by and among the Registrant
and certain holders of the Registrant's securities --
incorporated herein by reference to Exhibits 10.6 and 10.7
to the Registrant's Registration Statement on Form S-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, thereto duly authorized.
Date: October 3, 1997 PREVIEW TRAVEL, INC.
By: /s/ Kenneth Pelowski
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Kenneth Pelowski,
Executive Vice President of Finance and
Administration and Chief Financial
Officer
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INDEX TO EXHIBITS
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
1 Specimen certificate for Registrant's Common Incorporated by
Stock -- incorporated herein by reference to reference
Exhibit 4.1 of the Registrant's Registration
Statement on Form S-1.
2.1 Certificate of Incorporation -- incorporated Incorporated by
herein by reference to Exhibit 3.1 of the reference
Registrant's Registration Statement on Form S-1.
2.2 Form of Amended and Restated Certificate of Incorporated by
Incorporation to be filed with the Delaware reference
Secretary of State upon the Registrant's
reincorporation in Delaware -- incorporated
herein by reference to Exhibit 3.3 to the
Registrant's Registration Statement on Form S-1.
2.3 Bylaws -- incorporated herein by reference to Incorporated by
Exhibit 3.2 to the Registrant's Registration reference
Statement on Form S-1.
2.4 Third Amended and Restated Registration Rights Incorporated by
Agreement dated June 28, 1996, by and among the reference
Registrant and certain holders of the
Registrant's securities -- incorporated herein by
reference to Exhibit 10.6 and 10.7 to the
Registrant's Registration Statement on Form S-1.
