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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
CDnow, Inc.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2813867
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
Jenkins Court, Suite 300
Jenkintown, PA 19046
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A. (c), please check the following box. [_]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A. (d), please check the following box. [X]
Securities Act registration statement file number to which this form relates:
333-41241
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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
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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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The section "Description of Capital Stock--Common Stock," to be included in
a form of prospectus which will subsequently be filed by the Registrant pursuant
to Rule 424(b) of the Securities Act of 1933, as amended, shall be deemed
incorporated by reference into this registration statement.
Item 2. Exhibits.
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3.1 Form of Amended and Restated Articles of Incorporation of the
Registrant (Incorporated by reference to Exhibit 3.1 to the
Registration Statement on Form S-1 (File No. 333-41241) of the
Registrant, as amended).
3.2 Amended and Restated Bylaws of the Registrant (Incorporated by
reference to Exhibit 3.2 to the Registration Statement on Form S-1
(File No. 333-41241) of the Registrant, as amended).
3.3 Amendment No. 1 to Amended and Restated Bylaws of the Registrant
(Incorporated by reference to Exhibit 3.3 to the Registration
Statement on Form S-1 (File No. 333-41241) of the Registrant, as
amended).
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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: February 9, 1998 CDNOW, INC.
By: /s/ Jason Olim
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Name: Jason Olim
Title: President and Chief Executive
Officer
