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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 22, 2000
FATBRAIN.COM, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-24871 77-0389480
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2550 Walsh Avenue, Santa Clara, CA 95051
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (408) 845-0100
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ITEM 5. OTHER EVENTS
On July 12, 2000, Fatbrain.com, Inc., a Delaware corporation (the
"Company"), filed a registration statement (File No. 333-41262) on Form S-3 with
the Securities and Exchange Commission (the "Commission") relating to the public
offering, pursuant to Rule 415 under the Securities Act of 1933, as amended, of
up to an aggregate of $20,000,000 in securities of the Company (the
"Registration Statement"). On August 7, 2000, the Commission declared the
Registration Statement effective. (The Registration Statement and definitive
prospectus contained therein are collectively referred to as the "Prospectus.")
On August 22, 2000, the Company filed a supplement to the
Prospectus, dated August 22, 2000, relating to the issuance and sale of up to
582,860 shares of the Company's common stock and the sale of a warrant to
purchase up to 116,572 shares of the Company's common stock (the "Common Stock
Supplement"), with the Commission. In connection with the filing of the Common
Stock Supplement with the Commission, the Company is filing exhibits as part of
this Form 8-K.
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ITEM 7. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1 Form of Purchase Agreement
4.2 Form of Common Stock Warrant
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Fatbrain.com, Inc.
Date: August 22, 2000 /s/ DENNIS F. CAPOVILLA
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Dennis F. Capovilla
Chief Executive Officer
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EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
4.1 Form of Purchase Agreement
4.2 Form of Common Stock Warrant
</TABLE>
