<PAGE>
UNITED STATES
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
VALLEY MEDIA, INC.
------------------
(Exact name of registrant as specified in its charter)
DELAWARE 94-2556440
-------- ----------
(State of incorporation or organization) (IRS Employer Identification No.)
1280 SANTA ANITA COURT
WOODLAND, CALIFORNIA 95776
--------------------------
(Address of principal executive offices)(Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to Name of each exchange on which
be so registered each class is to be registered
---------------- ------------------------------
NONE N/A
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 upon filing
pursuant to General Instruction A.(d), please check the following box. [X]
Securities Act registration statement file number to which this Form relates:
333-69329
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
----------------------------------------
(Title of Class)
<PAGE>
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Information required by this item is incorporated herein by reference
to the description of capital stock provided under the caption "Description
of Capital Stock" in the Registration Statement on Form S-1 of Valley Media,
inc. (the "Company") filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (Registration No. 333-69329) (the
"Registration Statement").
Certain provisions of the Company's Amended and Restated Certificate
of Incorporation and Bylaws may have the effect of discouraging unsolicited
acquisition proposals or making it more difficult for a third party to gain
control of the Company. Information concerning these provisions is included
under the caption "Description of Capital Stock" in the Registration
Statement and is incorporated herein by reference.
Item 2. EXHIBITS.
1. Registrant's Amended and Restated Certificate of Incorporation.
Incorporated herein by reference to Exhibit 3.1 to the Registration
Statement.
2. Registrant's Amended and Restated Bylaws. Incorporated herein by
reference to Exhibit 3.2 to the Registration Statement.
3. Specimen Common Stock Certificate of registrant. Incorporated herein by
reference to Exhibit 4.1 to the Registration Statement.
4. Description of the registrant's capital stock incorporated herein by
reference to the description of capital stock under the caption
"Description of Capital Stock" in 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.
Dated: March 22, 1999 VALLEY MEDIA, INC.
By: /s/ Robert R. Cain
----------------------------
Name: Robert R. Cain
Title: President and Chief
Executive Officer
