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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
COMPUTER LITERACY, INC.
(Exact Name of Registrant as Specified in Its Charter)
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<CAPTION>
<S> <C>
Delaware 77-0389480
(State of (I.R.S. Employer
Incorporation or Organization) Identification Number)
1308 Orleans Drive
Sunnyvale, California 94089
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of If this form relates to the registration of
a class of securities pursuant to Section a class of securities pursuant to Section
12(b) of the Exchange Act and is effective 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(c), please pursuant to General Instruction A.(d), please
check the following box. / / check the following box. /X/
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Securities Act registration statement file number to which this form
relates: 333-59361
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(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
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<S> <C>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
Not Applicable Not Applicable
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
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Incorporated herein by reference to the Description of Capital Stock
section of the Company's Registration Statement on Form SB-2 (File No.
333-59361).
Item 2. Exhibits
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Exhibit
Number Description
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3.1* Amended and Restated Certificate of Incorporation of
the Registrant.
3.2* Form of Second Amended and Restated Certificate of
Incorporation.
3.3* Bylaws of the Registrant.
3.4* Form of Amended and Restated Bylaws of the
Registrant.
4.2* Specimen certificate representing shares of Common
Stock of the Registrant.
4.3* Amended and Restated Investors' Rights Agreement.
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*Incorporated herein by reference to the exhibits of the same number in the
Registrant's Registration Statement on Form SB-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 the registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
COMPUTER LITERACY, INC.
Date: September 3, 1998 By: /s/ Donald P. Alvarez
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Donald P. Alvarez
Chief Financial Officer
