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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
POST-EFFECTIVE AMENDMENT NO. 1 TO
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 (registration no. 333-37183), which was declared effective on November
19, 1997.
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 (registration
no. 333-37183).
2.1 Certificate of Incorporation -- incorporated herein by
reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 (registration no. 333-37183).
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 (registration no. 333-37183).
2.3 Bylaws - incorporated herein by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1 (registration
no. 333-37183).
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 (registration
no. 333-37183).
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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 Post-Effective Amendment to
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized.
Date: November 20, 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 (registration no.
333-37183), which was declared effective on
November 19, 1997.
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 (registration no. 333-37183), which was
declared effective on November 19, 1997.
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 (registration no. 333-37183), which was
declared effective on November 19, 1997.
2.3 Bylaws -- incorporated herein by reference to Incorporated by
Exhibit 3.2 to the Registrant's Registration reference
Statement on Form S-1 (registration no.
333-37183), which was declared effective on
November 19, 1997.
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
(registration no. 333-37183), which was declared
effective on November 19, 1997.
