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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DIGITAL LAVA INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4584080
(State of incorporation or organization) (I.R.S. Employer Identification No.)
13160 MINDANAO WAY, SUITE 350
MARINA DEL REY, CA 90292
(Address, including zip code, of registrant's principal executive offices)
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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: 333-66099
Securities to be registered pursuant to Section 12(b) of the Act:
NAME OF EXCHANGE ON WHICH
TITLE OF EACH CLASS TO BE REGISTERED EACH CLASS IS TO BE REGISTERED
None. None.
Securities to be registered pursuant to Section 12(g) of the Act:
TITLE OF EACH CLASS TO BE REGISTERED NAME OF EXCHANGE ON WHICH
EACH CLASS IS TO BE REGISTERED
Common stock, par value $0.0001 per share. The Nasdaq SmallCap Market.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This registration statement relates to the registration of shares of
common stock, par value $0.0001 per share of Digital Lava Inc. Reference is made
to the section entitled "Description of Capital Stock" in the prospectus forming
a part of Digital Lava's registration statement on Form SB-2 (File No.
333-66099) filed with the Securities and Exchange Commission on October 23,
1998, and all amendments to that registration statement subsequently filed with
the Commission, including any prospectus relating thereto filed subsequently
pursuant to Rule 424 of the Securities Act of 1933, which is hereby incorporated
by reference herein in accordance with the Instruction to Item 1 of Form 8-A.
ITEM 2. EXHIBITS.
Exhibit
NUMBER DESCRIPTION
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3.1** Second Amended and Restated Certificate of Incorporation
3.2**** Amended and Restated Bylaws of Digital Lava
4.1* Form of Common Stock Certificate
4.2** Warrant Agreement
4.3** Representative's Warrant Agreement
4.4* 1996 Incentive and Non-Qualified Stock Option Plan
4.5****** First Amendment to Digital Lava 1996 Incentive and
Non-Qualified Stock Option Plan, dated as of
April 25, 2000
4.6* Warrant Agreement dated as of September 30, 1996 between
Digital Lava and Millennium Capital Management (1)
4.7* Warrant Agreement dated as of September 30, 1996 between
Digital Lava and Miracle Investments Co. (1)
4.8* Registration Rights Agreement dated September 30, 1996
between Digital Lava, Miracle Investments Co. and
Millennium Capital Management
4.9* Warrant Agreement dated November 1, 1996 between Digital
Lava and Eilenberg & Zivian (1)
4.10* Warrant Agreement dated January 27, 1997 between Digital
Lava and Eilenberg & Zivian (1)
4.11* Warrant Agreement dated May 30, 1997 between Digital
Lava and certain investors and finders (1)
4.12* Registration Rights Agreement dated May 30, 1997 between
Digital Lava and certain investors and finders
4.13* Letter Agreement dated October 6, 1998 between Digital
Lava and certain investors 4.14* Warrant Agreement
dated July 11, 1997 between Digital Lava and certain
investors and finders (1)
4.15* Registration Rights Agreement dated July 11, 1997
between Digital Lava and certain investors and finders
4.16* Warrant Agreement dated February 19, 1998 between
Digital Lava and certain investors and finders (1)
4.17* Registration Rights Agreement dated February 19, 1998
between Digital Lava and certain investors and finders
4.18* Amended and Restated Option Agreement dated as of
May 1, 1998 between Digital Lava, Judson Cooper and
certain founders of Digital Lava (1)
4.19* Amended and Restated Option Agreement dated as of
May 1, 1998 between Digital Lava, E&Z Investments and
certain founders of Digital Lava (1)
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4.20* Letter Agreement dated July 15, 1998 between Digital
Lava and certain investors and finders
4.21* Letter Agreement dated July 16, 1998 between Digital
Lava and certain investors and finders
4.22* Letter Agreement dated July 29, 1998 between Digital
Lava and certain investors and finders
4.23* Warrant Agreement dated October 7, 1998 between Digital
Lava and certain consultants
4.24* Registration Rights Agreement dated October 7, 1998
between Digital Lava and certain consultants
4.25* Letter Agreement dated October 7, 1998 between Digital
Lava and certain investors
4.26*** Warrant Agreement dated September 18, 1998 between
Digital Lava and United Resources Partners
4.27*** Registration Rights Agreement dated September 18, 1998
between Digital Lava and United Resources Partners
4.28** Warrant Agreement dated December 1, 1998 between Digital
Lava and Schwartz Communications, Inc.
4.29** Warrant Agreement dated December 7, 1998 between
Digital Lava and certain investors
4.30** Registration Rights Agreement dated December 7, 1998\
between Digital Lava and certain investors
4.31** Warrant Agreement dated January 7, 1999 between
Digital Lava and certain investors
4.32***** Registration Rights Agreement dated July 26, 2000
betweeen Digital Lava and certain investors
4.33***** Common Stock Purchase Warrant dated July 31, 2000
between Digital Lava and Sutro & Co. Incorporated
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* Incorporated by reference to Digital Lava's Form SB-2
Registration Statement filed on October 23, 1998
(No. 333-66099)
** Incorporated by reference to Digital Lava's Form SB-2
Registration Statement/Amendment No. 1 filed on
January 12, 1999 (No.333-66099)
*** Incorporated by reference to Digital Lava's Form SB-2
Registration Statement/Amendment No. 2 filed on
January 26, 1999 (No. 333-66099)
**** Incorporated by reference to Digital Lava's Form 10-QSB
for the quarter ended June 30, 2000, filed on
August 14, 2000
***** Incorporated by reference to Digital Lava's Form 8-K
filed on July 31, 2000
****** Incorporated by reference to Digital Lava's Form S-8
filed on September 22, 2000 (No. 333-46398)
(1) These agreements were entered into prior to the
reverse split of Digital Lava's common stock and,
therefore, do not reflect such reverse split.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
DIGITAL LAVA INC.
By: /s/ DANNY GAMPE
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Danny Gampe
Chief Financial Officer
Dated: October 11, 2000
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