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FILE NO. _______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OF THE
SECURITIES EXCHANGE ACT OF 1934
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ZD INC.*
(Exact name of Registrant as specified in its charter)
DELAWARE 3987754
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
ONE PARK AVENUE
NEW YORK, NEW YORK 10016
(212) 503-3500
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
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If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section 12(b) of class
the Exchange Act and is effective pursuant to of securities pursuant to Section 12(g) of the
General Instruction A.(c), please check the Exchange Act is effective pursuant to General
following box. [X] Instruction A.(d), please check the following
box. [_]
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Securities Act registration statement file number to which this form relates:
333-46493
(if applicable)
Securities to be registration 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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Shares of Common Stock, par value The New York Stock Exchange, Inc.
$0.01 per share
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
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*Upon closing of the offering of the Shares of Common Stock offered pursuant to
the Registrant's Registration Statement on Form S-1 (File No. 333-46493), ZD
Inc. will be renamed Ziff-Davis Inc.
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Registrant's Securities is incorporated herein by
reference to the discussion under the headings "Description of Capital Stock"
and "Certain United States Tax Consequences to Non-U.S. Holders of Common Stock"
contained in the Registrant's Registration Statement on Form S-1 (File No. 333-
46493) relating to its Common Stock and filed under the Securities Act of 1933,
as amended. Copies of such description have been filed with the New York Stock
Exchange, Inc.
ITEM 2. EXHIBITS.
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Exhibit No. Description
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3.1 Form of Certificate of Incorporation of the Company./*/
3.2 Form of By-laws of the Company.*
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/*/Incorporated herein by reference to the corresponding exhibit number in the
Registrant's Registration Statement on Form S-1 (File No. 333-46493) relating to
its Common Stock.
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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, thereunto duly authorized.
ZIFF-DAVIS INC.
By: /s/ Ronald D. Fisher
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Ronald D. Fisher
President
Date: April 22, 1998
