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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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GENESISINTERMEDIA.COM, INC.
(Exact name of the Registrant as Specified in its Charter)
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DELAWARE 95-4710370
(State of Incorporation) (IRS Employer I.D. No.)
13063 VENTURA BOULEVARD,
STUDIO CITY, CALIFORNIA 91604-2238
(Address of Principal Executive Offices)
If this form relates to the If this form relates to the
registration of a class of registration of a class of securities
securities pursuant to pursuant to Section 12(g) of the
Section 12(b) of the Exchange Exchange Act and is effective pursuant
Act and is effective pursuant to General Instruction A.(d), please
to General Instruction A.(c), check the following box /X/.
please check the following box / /.
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM
RELATES: 333-66281
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
(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
COMMON STOCK. The description of the common stock, par value $.001 (the
"Common Stock"), of GenesisIntermedia.com, Inc., a Delaware corporation (the
"Registrant") is incorporated herein by reference to the information presented
under the caption "Description of Capital Stock" in the Registrant's
Registration Statement on Form SB-2 (the "Form SB-2"), Registration No.
333-66281, filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"). In the event the Registrant subsequently files a prospectus pursuant
to Rule 424(b) under the Securities Act with the Commission, the description
of the Common Stock of the Registrant shall be deemed to be incorporated by
reference to the information presented under the caption "Description of
Capital Stock" in such prospectus and not be deemed to be incorporated by
reference to the Form SB-2.
Such summary does not purport to be complete and is subject to, and
qualified in its entirety by, the provisions of the Registrant's Certificate
of Incorporation and the certificates representing the Registrant's Common
Stock, which are exhibits to the Form SB-2 and are incorporated herein by
reference.
ITEM 2. EXHIBITS
Exhibit
Number Description
- ------- -----------
2.1 Certificate of Incorporation of the Registrant (filed as Exhibit 3.3
to the Form SB-2).(1)
2.2 Bylaws of the Registrant (filed as Exhibit 3.5 to the Form SB-2).(2)
2.3 Certificate of Amendment of Certificate of
Incorporation of Genesis Delaware filed with the
Delaware Secretary of State on December 3, 1998
(filed as Exhibit 3.6 to the Form SB-2, Commission
file No. 333-66281)(incorporated by reference) (3).
2.4 Specimen Certificate of Common Stock (filed as Exhibit 4.1 to the
Form SB-2).(4)
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(1) Incorporated by reference to Exhibit 3.3 to the Form SB-2
(File No. 333-66281).
(2) Incorporated by reference to Exhibit 3.5 to the Form SB-2 (File
No. 333-66281).
(3) Incorporated by reference to Exhibit 3.6 to the Form SB-2 (File
No. 333-66281)
(4) Incorporated by reference to Exhibit 4.1 to the Form SB-2 (File
No. 333-66281).
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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.
GENESISINTERMEDIA.COM, a Delaware
corporation
(Registrant)
Date: December 9, 1998 By: /s/ RAMY EL-BATRAWI
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Ramy El-Batrawi
Chief Executive Officer
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EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
- ------- ----------- -------------
2.1 Certificate of Incorporation of the Registrant
(filed as Exhibit 3.3 to the Form SB-2
Commission File No. 333-66281)(incorporated by +
reference)
2.2 Bylaws of the Registrant (filed as Exhibit 3.5
to the Form SB-2, Commission File No. 333-66281) +
(incorporated by reference)
2.3 Certificate of Amendment of Certificate of
Incorporation of Genesis Delaware filed with the
Delaware Secretary of State on December 3, 1998 +
(filed as Exhibit 3.6 to the Form SB-2, Commission
file No. 333-66281)(incorporated by reference).
2.4 Specimen Certificate of Common Stock (filed as
Exhibit 4.1 to the Form SB-2, Commission File +
No. 333-66281)(incorporated by reference)
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+ Incorporated by reference pursuant to Rule 12b-32.
