<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
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
RoweCom Inc.
------------
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 04-3370008
- --------------------------------------------------------------------------------
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
725 Concord Avenue, Cambridge, Massachusetts 02138
- --------------------------------------------------------------------------------
(Address of principal executive offices) (zip code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon filing securities and is to become effective
pursuant to General simultaneously with the
Instruction A(c)(1) please check effectiveness of a concurrent
the following box. [ ] registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box. [ ]
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
--------------------- ----------------------------------
None.
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
- -------------------------------------------------------------------------------
(Title of Class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The information required by Item 202 of Regulation S-K is included under
the heading "Description of Capital Stock" in the Registrant's Registration
Statement on Form S-1, filed with the Securities and Exchange Commission on
December 11, 1998 (the "Registration Statement"), including any form of the
prospectus contained therein filed by the Registrant pursuant to Rule 424(b)
under the Securities Act of 1933, as amended, which is incorporated herein by
reference.
ITEM 2. EXHIBITS
1. The Amended and Restated Certificate of Incorporation of the
Registrant is incorporated herein by reference to Exhibit 3.1 to the
Registration Statement.
2. The Amended and Restated By-Laws of the Registrant is incorporated
herein by reference to Exhibit 3.2 to the Registration Statement.
3. A specimen copy of the certificate representing shares of the
Registrant's Common Stock is incorporated herein by reference to Exhibit 4.1 to
the Registration Statement.
<PAGE>
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.
ROWECOM, INC.
By: /s/ Louis Hernandez, Jr.
--------------------------
Louis Hernandez, Jr.
Executive Vice President and
Chief Financial Officer
Date: December 11, 1998
