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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
InterWorld Corporation
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(Exact name of registrant as specified in its charter)
Delaware 13-3818716
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
345 Hudson Street, 6th Floor, New York, New York 10014
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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 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 (if
applicable): 333-79879
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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<S> <C>
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</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value per share
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description under the heading "Description of Capital Stock"
relating to the Registrant's Common Stock, $.01 par value per share, in the
Prospectus included in the Registrant's Registration Statement on Form S-1 filed
with the Securities and Exchange Commission (the "Registration Statement on Form
S-1") (File No. 333-79789), as amended from time to time, is incorporated herein
by reference.
ITEM 2. EXHIBITS.
The following exhibits are filed herewith (or incorporated by reference
as indicated below):
1. Restated Certificate of Incorporation of the Registrant incorporated by
reference to Exhibit 3.1A to the Company's Registration Statement on
Form S-1.
2. Form of Amended and Restated Certificate of Incorporation of the
Registrant to be filed in connection with pricing of the offering
covered by the Registration Statement on Form S-1, incorporated by
reference to Exhibit 3.1B to the Company's Registration Statement on
Form S-1.
3. Form of Amended and Restated Certificate of Incorporation of the
Registrant to be filed in connection with the closing of the offering
covered by the Registration Statement on Form S-1, incorporated by
reference to Exhibit 3.1C to Company's Registration Statement on Form
S-1.
4. Bylaws of the Registrant, as amended, incorporated by reference to
Exhibit 3.2 to the Company's Registrant Statement on Form S-1.
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.
InterWorld Corporation
By: \s\ Peter Schwartz
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Peter Schwartz
Chief Financial Officer
August 4, 1999
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