<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
IDG Books Worldwide, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 04-3078409
- ----------------------- ----------------
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
919 E. Hillsdale Boulevard, Suite 400, Foster City, CA 94404
- --------------------------------------------------------------------------------
(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
- ------------------------------------ -------------------------------------
- ------------------------------------ -------------------------------------
- ------------------------------------ -------------------------------------
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), 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), check the following box. [ ]
Securities Act registration statement file number to which this form
relates:
333-53433
Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Stock, Par Value $.001
- --------------------------------------------------------------------------------
Title of Class
<PAGE> 2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Incorporated by reference to "Description of Capital Stock" contained in
the Preliminary Prospectus, dated July 10, 1998, included as part of the
Registrant's Amendment No. 2 to the Registration Statement on Form S-1
(File No. 333-53433).
ITEM 2. EXHIBITS
The following exhibits are filed as part of this registration statement:
<TABLE>
<S> <C>
1.1(1) Form of Registrant's Class A common stock certificate.
2.1(1) Amended and Restated Certificate of Incorporation of the
Registrant.
2.2(1) Bylaws of the Registrant.
2.3(1) 1998 Stock Plan and forms of related agreements.
2.4(1) 1998 Employee Stock Purchase Plan.
2.5(1) Registration Rights Agreement between the Registrant and IDG
Enterprises, Inc. dated as of June 1, 1998.
2.6(1) Restated Share Exchange Agreement between the Registrant and
International Data Group, Inc., IDG Enterprises, Inc. and
State Street Bank and Trust Company dated as of
May 21, 1998.
2.7(1) Employee Stock Ownership Plan of Registrant effective as of
October 1, 1997.
</TABLE>
- ---------------
(1) Incorporated by reference to the corresponding exhibit to the
Registrant's Registration Statement on Form S-1 (File No. 333-53433)
filed on May 22, 1998, as amended by Amendment No. 1 filed on June 24,
1998, Amendment No. 2 filed on July 10, 1998 and Amendment No. 3 filed
on July 22, 1998.
-2-
<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: July 22, 1998
IDG Books Worldwide, Inc.
By: /s/ John J. Kilcullen
-------------------------------------
John J. Kilcullen
Chief Executive Officer
-4-
