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As filed with the Securities and Exchange Commission on February 15, 2000
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
Loudeye Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 91-1908833
(State of incorporation or organization) (IRS Employer
Identification No.)
Times Square Building 98101
414 Olive Way, Suite 300 (Zip Code)
Seattle, Washington
(Address of principal executive offices)
If this form relates to the registration of a If this form relates to the
class of securities pursuant to Section 12(b) registration of a class of
of the Exchange Act and is effective securities pursuant to
pursuant to General Instruction A.(c), Section 12(g) of the
check the following box. [_] 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:
333-93361 (if applicable)
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 None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
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Incorporated by reference to the information set forth under the
caption "Description of Capital Stock" in the Registrant's Registration
Statement on Form S-1 (SEC File No. 333-93361) filed via EDGAR on December 22,
1999 (the "Form S-1 Registration Statement").
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Item 2. Exhibits
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The following exhibits are filed as a part of this Registration
Statement:
1.1 Specimen certificate for Registrant's Common Stock --
incorporated herein by reference to Exhibit 4.1 to the Form
S-1 Registration Statement.
2.1 Fifth Amended and Restated Certificate of Incorporation --
incorporated herein by reference to Exhibit 3.1 to the Form
S-1 Registration Statement.
2.2 Form of Amended and Restated Certificate of Incorporation to
be filed with the Delaware Secretary of State upon the
completion of the offering -- incorporated herein by
reference to Exhibit 3.2 to the Form S-1 Registration
Statement.
2.3 Certificate of Amendment to Fifth Amended Certificate of
Incorporation of the Registrant dated December 17, 1999 -
incorporated by reference to Exhibit 3.3 to the Form S-1
Registration Statement.
2.4 Bylaws -- incorporated herein by reference to Exhibit 3.4 to
the Form S-1 Registration Statement.
2.5 Amended and Restated Investor's Rights Agreement dated
December 14, 1999 between the Registrant and certain holders
of the Registrant's securities -- incorporated herein by
reference to Exhibit 10.15 to the Form S-1 Registration
Statement.
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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.
Date: February 15, 2000 Loudeye Technologies, Inc.
By: /s/ Larry Culver
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Larry Culver, Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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1.1 Specimen certificate for Registrant's Common Stock --
incorporated herein by reference to Exhibit 4.1 to the Form
S-1 Registration Statement.
2.1 Fifth Amended and Restated Certificate of Incorporation --
incorporated herein by reference to Exhibit 3.1 to the Form
S-1 Registration Statement.
2.2 Form of Amended and Restated Certificate of Incorporation to
be filed with the Delaware Secretary of State upon the
completion of the offering -- incorporated herein by
reference to Exhibit 3.2 to the Form S-1 Registration
Statement.
2.3 Certificate of Amendment to Fifth Amended Certificate of
Incorporation of the Registrant dated December 17, 1999 -
incorporated by reference to Exhibit 3.3 to the Form S-1
Registration Statement.
2.4 Bylaws -- incorporated herein by reference to Exhibit 3.4 to
the Form S-1 Registration Statement.
2.5 Amended and Restated Investor's Rights Agreement dated
December 14, 1999 between the Registrant and certain holders
of the Registrant's securities -- incorporated herein by
reference to Exhibit 10.15 to the Form S-1 Registration
Statement.
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