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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
barnesnandnoble.com inc.
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(Exact name of registrant as specified in its charter)
Delaware 13-4048787
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
76th Ninth Avenue, 11th Floor
New York, New York 10011
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act and
is effective pursuant to is effective pursuant to
General Instruction A.(c), General Instruction A.(d),
please check the following please check the following
box. / / box. /X/
333-64211
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(Securities Act registration statement file
number to which this form relates)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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NONE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
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Title of each class Name of each exchange on which
to be registered each class is to be registered
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Class A Common Stock NASDAQ National Market
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ITEM 1. Description of Registrant's Securities to be
Registered. The information contained under the caption
"Description of Capital Stock and Membership Units" on
the Registrant's Pre-Effective Amendment No. 2
Registration Statement on Form S-1, filed with the
Securities and Exchange Commission on May 6, 1999
(Registration No. 333-64211) is incorporated herein by
reference.
ITEM 2. Exhibits
3.1 - Form of Amended and Restated
Certificate of Incorporation of
Registrant. Incorporated by
reference to Exhibit of the same
number of the Registrant's Pre-
Effective Amendment No. 2
Registration Statement on Form S-1,
filed with the Securities and
Exchange Commission on May 6, 1999
(Registration No. 333-64211).
3.2 - Form of Amended and Restated By-
laws of Registrant. Incorporated
by reference to Exhibit of the same
number of the Registrant's Pre-
Effective Amendment No. 2
Registration Statement on Form S-1,
filed with the Securities and
Exchange Commission on May 6, 1999
(Registration No. 333-64211).
4.1 - Form of Registrant's Class A Common
Stock Certificate.
10.6 - Form of Second Amended and Restated Limited
Liability Company Agreement of
barnesandnoble.com llc. Incorporated
by reference to Exhibit of the same
number of the Registrant's
Pre-Effective Amendment No. 2
Registration Statement on Form S-1,
filed with the Securities and Exchange
Commission on May 6, 1999 (Registration
No. 333-64211).
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10.7 - Form of Stockholders Agreement between
Registrant and Bertelsmann AG. Incorporated
by reference to Exhibit of the same
number of the Registrant's
Pre-Effective Amendment No. 2
Registration Statement on Form S-1,
filed with the Securities and Exchange
Commission on May 6, 1999 (Registration
No. 333-64211).
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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.
Dated: April 11, 1999
barnesandnoble.com inc.
By: /s/ Jonathan Bulkeley
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Jonathan Bulkeley
Chief Executive Officer
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NUMBER SHARES
bn.com
A BARNES&NOBLE
barnesandnoble.com inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CLASS A SEE REVERSE FOR
COMMON STOCK CERTAIN DEFINITIONS
CUSIP 067846 10 5
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NONASSESSABLE SHARES OF THE CLASS A COMMON STOCK,
PAR VALUE $.001 PER SHARE, OF
barnesandnoble.com inc.
(hereinafter the "Corporation") transferable on the books of the Corporation by
the holder hereof in person or by his duly authorized attorney, upon surrender
of this certificate properly endorsed.
This certificate is not valid until countersigned and registered by the
Transfer Agent and Registrar.
Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
/s/ Leonard Riggio /s/ Michael N. Rosen
Chairman Secretary
[CORPORATE SEAL]
COUNTERSIGNED AND REGISTERED
ChaseMellon Shareholder Services, L.L.C.
TRANSFER AGENT
AND REGISTRAR.
BY
AUTHORIZED SIGNATURE
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<S> <C>
AMERICAN BANK NOTE COMPANY PRODUCTION COORDINATOR: LISA MARTIN: 215-830-2155
680 BLAIR MILL ROAD PROOF OF MAY 3, 1999
HORSHAM, PA 19044 barnesandnoble.com inc.
(215) 657-3480 H 61629 fc2
SALES: L. TOGLIA: 212-593-5700 OPERATOR: JW/HJ/eg
/NET/BANKNOTE/HOME 40 / B-5 / BARNES 61629 REV 1
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barnesandnoble.com INC.
The Corporation will furnish without charge to each stockholder who so
requests a statement of the designations, powers, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof of the Corporation and the qualifications, limitations or restrictions
of such preferences and/or rights. Such request may be made to the Corporation
or the Transfer Agent.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
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TEN COM - as tenants in common UNIF GIFT MIN ACT - ___________Custodian _____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act ______________________________
in common (State)
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Additional abbreviations may also be used though not in the above list.
For value received, the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________ shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint.
_______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.
Dated _________________________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER
Signature(s) Guaranteed:
____________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
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<S> <C>
AMERICAN BANK NOTE COMPANY PRODUCTION COORDINATOR: LISA MARTIN: 215-830-2155
680 BLAIR MILL ROAD PROOF OF MAY 3, 1999
HORSHAM, PA 19044 barnesandnoble.com inc.
(215) 657-3480 H 61629 bk 2
SALES: L. TOGLIA: 212-593-5700 OPERATOR: JW/HJ
/NET/BANKNOTE/HOME 40 / B-5 / BARNES 61629 REV 1
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