<PAGE> 1
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GOTO.COM, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 95-4652060
- ---------------------------------------- ------------------------------------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
140 WEST UNION STREET, PASADENA, CALIFORNIA 91103
------------------------------------------- ----------
(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
-------------------- ------------------------------
None None
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check this box. [ ]
If this Form relates to the registration of a class of debt securities
and is to be effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.0001 PAR VALUE
-------------------------------
(Title of class)
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered
Incorporated by reference to the section entitled "Description
of Capital Stock" contained in Registrant's Registration
Statement on Form S-1 filed on April 16, 1999 (file no.
333-76415) (the "S-1 Registration Statement").
Item 2. Exhibits
The following exhibits are filed as a part of this registration
statement:
3.1* Amended and Restated Certificate of Incorporation of
Registrant to be effective upon the closing of the
initial public offering of Common Stock of the
Company pursuant to the S-1 Registration Statement.
3.2* Amended and Restated Bylaws of Registrant to be
effective upon the closing of the initial public
offering of Common Stock of the Company pursuant to
the S-1 Registration Statement.
4.1* Form of Registrant's Common Stock certificate.
- ----------------------
* Incorporated by reference to the Exhibits of the same number to the S-1
Registration Statement.
<PAGE> 3
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: June 14, 1999 GOTO.COM, INC.
By: /s/ JEFFREY S. BREWER
-------------------------------------
Jeffrey S. Brewer
President and Chief Executive Officer
<PAGE> 4
FORM 8-A
GOTO.COM, INC.
INDEX TO EXHIBITS
Exhibits No.
- ------------
3.1* Amended and Restated Certificate of Incorporation of
Registrant to be effective upon the closing of the initial
public offering of Common Stock of the Company pursuant to
the S-1 Registration Statement.
3.2* Amended and Restated Bylaws of Registrant to be effective
upon the closing of the initial public offering of Common
Stock of the Company pursuant to the S-1 Registration
Statement.
4.1* Form of Registrant's Common Stock certificate.
- ----------------------
* Incorporated by reference to the Exhibits of the same number to the S-1
Registration Statement of Registrant, File No. 333-76415, filed with the
Securities and Exchange Commission on April 16, 1999.
