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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
Tunes.com Inc.
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(Exact name of registrant as specified in its charter)
Delaware 36-415905
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(State of incorporation or organization) (I.R.S. employer Identification No.)
640 North LaSalle Street, Suite 560 Chicago, Illinois 60610
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(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
____________________________________ ______________________________________
____________________________________ ______________________________________
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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. /X/
Securities Act registration statement file number to which this form relates:
333-80627
______________________________________________________________ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value per share
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(Title of class)
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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 Registrant incorporates by reference herein the information set forth
under the caption "Description of Capital Stock" set forth in its preliminary
prospectus dated August 12, 1999 included in its Registration Statement on Form
S-1 (Registration No. 333-80627) as amended, filed with the Securities and
Exchange Commission on August 12, 1999, which information is qualified in its
entirety by reference to the Registrant's Fourth Restated Certificate of
Incorporation and Second Amended and Restated Bylaws, each of which is filed
as an exhibit hereto. The section "Description of Capital Stock," will be
included in a form of prospectus which subsequently will be filed by the
Registrant pursuant to Rule 424(b) of the Securities Act of 1933, as amended,
and shall be deemed incorporated by reference into this registration
statement.
ITEM 2. EXHIBITS.
3.1 Form of Fourth Restated Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 3.1 to the Registration Statement
on From S-1 (File No. 333-80627) of the Registrant, as amended).
3.2 Form of Second Amended and Restated Bylaws of the Registrant (incorporated
by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (File
No. 333-80627) of the Registrant, as amended).
4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit
4.1 to the Registration Statement on Form S-1 (File No. 333-80627) of the
Registrant, as amended).
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.
(Registrant) Tunes.com Inc.
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Date August 12, 1999
By: /s/ Stuart B. Frankel
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Stuart B. Frankel
Executive Vice President, Chief
Financial Officer, Treasurer and
Secretary
