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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 Registrant as Specified in its Charter)
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DELAWARE 95-4710370
(State of Incorporation or organization) (IRS Employer Identification No.)
13063 VENTURA BOULEVARD,
STUDIO CITY, CALIFORNIA 91604-2238
(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
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 / /.
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:
<TABLE>
<CAPTION>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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<S> <C>
Common Stock, par value $.001 Pacific Exchange, Inc.
</TABLE>
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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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
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(1) Certificate of Incorporation of the Registrant.(*) [3.3]
(2) Bylaws of the Registrant.(*) [3.5]
(3) Certificate of Amendment of Certificate of
Incorporation of Genesis Delaware filed with the
Delaware Secretary of State on December 3, 1998.(*) [3.6]
(4) Specimen Certificate of Common Stock.(*) [4.1]
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(*) Incorporated by reference to the exhibit number referred to in
brackets filed with 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: May 19, 1999 By: /s/ RAMY EL-BATRAWI
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Ramy El-Batrawi
Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description
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(1) Certificate of Incorporation of the Registrant * [3.3]
(2) Bylaws of the Registrant * [3.5]
(3) Certificate of Amendment of Certificate of
Incorporation of Genesis Delaware filed with the
Delaware Secretary of State on December 3, 1998 * [3.6]
(4) Specimen Certificate of Common Stock * [4.1]
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(*) Incorporated by reference to the exhibit number referred to in
brackets filed with the Form SB-2 (File No. 333-66281).
