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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
VarsityBooks.com Inc.
(Exact Name Of Registrant as Specified in its Charter)
Delaware 54-1876848
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
2020 K Street, NW 6th Floor,
Washington, D.C. 20006
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(Address of principal executive offices) (Zip code)
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 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
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.0001 per share
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Information concerning the Common Stock (the "Common Stock") of
VarsityBooks.com Inc. (the "Company"), to be registered hereunder shall be
deemed incorporated by reference to the sections entitled "Description of
Capital Stock" in the Registration Statement on Form S-1 (File No. 333-89049),
dated October 14, 1999, filed by the Company under the Securities Act of 1933,
as amended (the "Securities Act").
ITEM 2. EXHIBITS
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EXHIBIT
NO. DESCRIPTION
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3.2 Form of Amended and Restated Certificate of Incorporation of
the Registrant, to be effective after the closing of the
offering made pursuant to the Company's Registration Statement
on Form S-1/A (incorporated by reference hereto to Exhibit 3.2
to the Company's Registration Statement on Form S-1/A, File
No. 333-89049).
3.4 Form of Amended and Restated Bylaws of the Registrant, to be
effective after the closing of the offering made pursuant to
the Company's Registration Statement on Form S-1/A
(incorporated by reference to Exhibit 3.4 to the Company's
Registration Statement on Form S-1/A, File No. 333-89049).
4.1 Specimen Certificate of the Registrant's Common Stock
(incorporated by reference to Exhibit 4.1 of the Company's
Registration Statement on Form S-1/A, File No. 333-89049).
4.2 Fourth Amended and Restated Investor Rights Agreement
(incorporated by reference hereto to Exhibit 4.2 to the
Company's Registration Statement on Form S-1/A, File No.
333-89049).
4.3 Registration Rights Agreement with Campus Pipeline dated as of
April 27, 1999 (incorporated by reference hereto to Exhibit
4.3 to the Company's Registration Statement on Form S-1/A,
File No. 333-89049).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Company has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
VARSITYBOOKS.COM INC.
By: /s/ Eric J. Kuhn
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Name: Eric J. Kuhn
Title: Chief Executive Officer
Dated: January 18, 2000
