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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
Student Advantage, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 04-3263743
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(State of incorporation (IRS Employer
or organization) Identification No.)
280 Summer Street, Boston, MA 02210
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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), please 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), please check the following box. [ X ]
Securities Act registration statement file number to which this form relates:
333-75807
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(If applicable)
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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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value per share
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(Title of Class)
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Item 1: DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description under the heading "Description of Capital Stock"
relating to the Registrant's Common Stock, $.01 par value per share, in the
Prospectus included in the Registrant's Registration Statement on Form S-1 filed
with the Securities and Exchange Commission (the "Registration Statement on Form
S-1") (File No. 333-75807) is incorporated herein by reference.
Item 2: EXHIBITS.
The following exhibits are filed herewith (or incorporated by reference
as indicated below):
1. Certificate of Incorporation of the Registrant, as amended,
incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1.
2. Amended and Restated Certificate of Incorporation of the
Registrant, incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-1.
3. Certificate of Amendment of Certificate of Incorporation of the
Registrant, incorporated by reference to Exhibit 3.5 to the
Company's Registration Statement on Form S-1.
4. Restated Bylaws of the Registrant, as amended, incorporated by
reference to Exhibit 3.3 to the Company's Registration Statement on
Form S-1.
5. Amended and Restated Bylaws of the Registrant, incorporated by
reference to Exhibit 3.4 to the Company's Registration Statement on
Form S-1.
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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, thereto duly authorized.
Student Advantage, Inc.
By: /s/ Christopher B. Andrews
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Christopher B. Andrews
Vice President,
Finance and Administration
May 24, 1999
