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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
software.net Corporation
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(Exact name of registrant as specified in its Charter)
Delaware 94-3212136
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
3031 Tisch Way, Suite 900
San Jose, California 95128
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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:
333-51121
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 N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The information included under the heading "Description of Capital Stock"
including subheadings "Common Stock," "Preferred Stock," "Warrants,"
"Registration Rights," and "Anti-Takeover Effects of Certain Provisions of
Certificate of Incorporation" of the Registration Statement on Form S-1 of
software.net Corporation (Registration No. 333-51121), as amended, (the
"Registration Statement") is incorporated herein by reference. The final
Prospectus to be filed by software.net Corporation pursuant to Rule 424(b) is
also deemed incorporated by reference herein upon such filing.
ITEM 2. EXHIBITS.
The following documents are included as Exhibits as indicated, to the
Registration Statement and incorporated herein by this reference:
REGISTRATION STATEMENT
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<CAPTION>
EXHIBIT DESCRIPTION EXHIBIT NUMBER
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<S> <C>
Certificate of Incorporation 3.1
of Registrant
Bylaws of Registrant 3.2
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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.
software.net Corporation
Date: June 12, 1998 By: /s/ RICHARD SCUDELLARI
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Name: Richard Scudellari
Title: Secretary
