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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 l934
MARKETWATCH.COM, INC.
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(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 94-3289801
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
825 BATTERY STREET
SAN FRANCISCO, CA 94111
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration If this Form relates to the registration
of a class of securities pursuant to of a class of securities pursuant to
Section 12(b) of the Exchange Act and is Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction effective pursuant to General Instruction
A.(c), check the following box. [ ] A.(d), check the following box. [X]
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Securities Act registration statement file number to which this form relates:
333-65569
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Common Stock of Registrant set forth under the
caption "Description of Capital Stock" in Registrant's Registration Statement on
Form S-1 (File No. 333-65569) as originally filed with the Securities and
Exchange Commission on October 13, 1998, or as subsequently amended (the
"Registration Statement"), and in the Prospectus included in the Registration
Statement, is hereby incorporated by reference in response to this item.
ITEM 2. EXHIBITS.
The following exhibits are filed herewith or incorporated herein by
reference:
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Exhibit
Number Exhibit Title or Description
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3.01 Registrant's Certificate of Incorporation
(incorporated by reference to Exhibit 3.01 to the
Registration Statement).
3.02 Form of Registrant's Amended and Restated Certificate of
Incorporation of the Registrant to be effective upon the
closing of this offering (incorporated by reference to
Exhibit 3.02 to the Registration Statement).
3.03 Registrant's Bylaws (incorporated by reference to
Exhibit 3.03 to the Registration Statement).
4.01 Form of Specimen Certificate for the Registrant's Common
Stock (incorporated by reference to Exhibit 4.01 to the
Registration Statement).
4.02 Form of Registration Rights Agreement to be entered into
among the Registrant, CBS Broadcasting Inc. ("CBS") and
Data Broadcasting Corporation ("DBC") (incorporated by
reference to Exhibit 4.02 of the Registration Statement).
4.03 Form of Stockholders' Agreement to be entered into among
the Registrant, MarketWatch.com, LLC, CBS and DBC (
incorporated by reference to Exhibit 4.03 to the
Registration Statement).
99.01 The description of Registrant's Common Stock set forth
under the caption "Description of Capital Stock" on
pages 64 through 67 of the Prospectus included in the
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, thereunto duly authorized.
Dated: November 25, 1998 MarketWatch.com, Inc.
By: /s/ J. Peter Bardwick
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J. Peter Bardwick
Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit
Number Exhibit Title or Description
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3.01 Registrant's Certificate of Incorporation
(incorporated by reference to Exhibit 3.01 to the
Registration Statement).
3.02 Form of Registrant's Amended and Restated Certificate of
Incorporation of the Registrant to be effective upon the
closing of this offering (incorporated by reference to
Exhibit 3.02 to the Registration Statement).
3.03 Registrant's Bylaws (incorporated by reference to
Exhibit 3.03 to the Registration Statement).
4.01 Form of Specimen Certificate for the Registrant's Common
Stock (incorporated by reference to Exhibit 4.01 to the
Registration Statement).
4.02 Form of Registration Rights Agreement to be entered into
among the Registrant, CBS Broadcasting Inc. ("CBS") and
Data Broadcasting Corporation ("DBC") (incorporated by
reference to Exhibit 4.02 of the Registration Statement).
4.03 Form of Stockholders' Agreement to be entered into among
the Registrant, MarketWatch.com, LLC, CBS and DBC (
incorporated by reference to Exhibit 4.03 to the
Registration Statement).
99.01 The description of Registrant's Common Stock set forth
under the caption "Description of Capital Stock" on
pages 64 through 67 of the Prospectus included in the
Registration Statement.
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