<PAGE>
As filed with the Securities and Exchange Commission on April 5, 1999
Total Number of Pages - 4
Index to Exhibits at Page - 4
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
ETOYS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4633006
(State of incorporation or organization) (IRS Employer
Identification No.)
2850 OCEAN PARK BLVD., SUITE 225
SANTA MONICA, CA 90405
(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 Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), check the Instruction A.(d), check the
following box. / / following box. /X/
Securities Act registration statement file number to which this form relates:
333-72469 (if applicable)
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 None
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.0001
---------------------------------------
(Title of Class)
<PAGE>
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
-------------------------------------------------------
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 (SEC File No. 333-72469), as originally filed and
subsequently amended (the "FORM S-1 REGISTRATION STATEMENT"), which was
originally filed with the Securities and Exchange Commission by the Registrant
on February 17, 1999 and was subsequently amended on April 5, 1999.
Item 2. EXHIBITS
--------
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 Form S-1
Registration Statement.
2.1 Amended and Restated Certificate of Incorporation, as
currently in effect-- incorporated herein by
reference to Exhibit 3.5 to the Form S-1 Registration
Statement.
2.2 Form of Amended and Restated Certificate of
Incorporation to be filed immediately after
the closing of the offering for which the
Company is seeking registration on the Form
S-1 Registration Statement -- incorporated
herein by reference to Exhibit 3.6 to the
Form S-1 Registration Statement.
2.3 Amended and Restated Bylaws, as currently in effect
-- incorporated herein by reference to Exhibit 3.3 to
the Form S-1 Registration Statement.
2.4 Form of Amended and Restated Bylaws to be in effect
immediately after the closing of the offering for
which the Company is seeking registration on the Form
S-1 Registration Statement -- incorporated herein by
reference to Exhibit 3.4 to the Form S-1 Registration
Statement.
2.5 Amended and Restated Investors' Rights Agreement
dated March 24, 1999 between the Registrant and
certain holders of the Registrant's securities --
incorporated herein by reference to Exhibit 10.24 to
the Form S-1 Registration Statement.
2
<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, thereto duly authorized.
Date: April 5, 1999 ETOYS INC.
By: /s/ EDWARD C. LENK
--------------------------------
Edward C. Lenk
President, Chief Executive Officer
and Uncle of the Board of Directors
3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
- ------------- ------------ --------------
<S> <C> <C>
1. Specimen certificate for Registrant's Incorporated by
Common Stock -- incorporated herein by reference
reference to Exhibit 4.1 to the Form S-1
Registration Statement.
2.1 Amended and Restated Certificate of Incorporated by
Incorporation, as currently in effect-- reference
incorporated herein by reference to
Exhibit 3.5 to the Form S-1 Registration
Statement.
2.2 Form of Amended and Restated Certificate of Incorporated by
Incorporation to be filed immediately after reference
the closing of the offering for which the
Company is seeking registration on the Form
S-1 Registration Statement -- incorporated
herein by reference to Exhibit 3.6 to the
Form S-1 Registration Statement.
2.3 Amended and Restated Bylaws, as currently Incorporated by
in effect -- incorporated herein by reference
reference to Exhibit 3.3 to the Form S-1
Registration Statement.
2.4 Form of Amended and Restated Bylaws to be Incorporated by
in effect immediately after the closing of reference
the offering for which the Company is
seeking registration on the Form S-1
Registration Statement -- incorporated
herein by reference to Exhibit 3.4 to the
Form S-1 Registration Statement.
2.5 Amended and Restated Investors' Rights Incorporated by
Agreement dated March 24, 1999 between the reference
Registrant and certain holders of the
Registrant's securities -- incorporated
herein by reference to Exhibit 10.24 to the
Form S-1 Registration Statement.
</TABLE>
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