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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 12(g) of the
Securities Exchange Act of 1934
_____________________
RAZORFISH, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3804503
(State of Incorporation or Organization) (I.R.S. Employer
Identification Number)
107 Grand Street, 3rd Floor 10013
New York, New York (Zip Code)
(Address of Principal Executive Offices)
_____________________
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), 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), check the following box. [X]
Securities Act registration statement file number to which this form relates:
333-71043.
Securities to be registered pursuant to Section 12(b) of the Exchange Act: None
Securities to be registered pursuant to Section 12(g) of the Exchange Act:
Class A Common Stock, $0.01 par value per share
(Title of class)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A complete description of the Class A Common Stock, $0.01 par value
per share, of Razorfish, Inc. (the "Registrant"), which is to be
registered hereunder is contained under the caption "Description of
Capital Stock" in the Registration Statement on Form S-1 (File No.
333-71043) filed by the Registrant with the Securities and Exchange
Commission (the "Commission") on January 22, 1999, as amended from
time to time. Such description is hereby incorporated by reference.
Item 2. EXHIBITS.
The following exhibits are filed herewith (or incorporated by
reference as indicated below):
Description
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1 Certificate of Incorporation, as amended, of the
Registrant. Reference is made to Exhibit 3.1 to the
Registration Statement on Form S-1 (File No. 333-71043) of
the Registrant, as amended.
2 By-laws of the Registrant. Reference is made to Exhibit 3.2
to the Registration Statement on Form S-1 (File No. 333-
71043) of the Registrant, as amended.
3 Stockholders Agreement, dated October 1, 1998, among the
Registrant, Spray Ventures, Communicade Inc., Jeffrey A.
Dachis and Craig M. Kanarick. Reference is made to Exhibit
4.1 to the Registration Statement on Form S-1 (File No.
333-71043) of the Registrant, as amended.
4 Amendment to Stockholders Agreement, dated February 3,
1999, among the Registrant, Spray Ventures, Communicade
Inc., Jeffrey A. Dachis and Craig M. Kanarick. Reference is
made to Exhibit 4.2 to the Registration Statement on Form
S-1 (File No. 333-71043) of the Registrant, as amended.
5 Registration Rights Agreement, dated March 30, 1999,
between the Registrant and Communicade Inc. Reference is
made to Exhibit 4.3 to the Registration Statement on Form
S-1 (File No. 333-71043) of the Registrant, as amended.
6 Specimen Common Stock Certificate.*
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*Filed herewith
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
RAZORFISH, INC.
By: /s/ Jeffrey A. Dachis
---------------------
Name: Jeffrey A. Dachis
Title: President and Chief Executive Officer
(Principal Executive Officer)
Date: April 22, 1999
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RAZORFISH, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CUSIP 755236 10 6
SEE REVERSE FOR CERTAIN DEFINITIONS
[NUMBERS] [SHARES]
RF
THIS CERTIFIES THAT
Is the owner of
FULLY-PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, $.01 PAR VALUE, OF
RAZORFISH, INC.
(the "Corporation") transferable on the books of the Corporation by the holder
hereof in person or by duly authorized attorney, upon surrender of this
Certificate properly endorsed. This Certificate and the shares represented
hereby are subject to all of the terms and conditions contained in the
Certificate of Incorporation and all amendments thereto. Upon request, the
Corporation will furnish without charge to the holder hereof a statement of the
powers, designations, preferences and relative, participating optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights as may be
established, from time to time by the Certificate of Incorporation of the
Corporation and by any certificate of designation, the number of shares
constituting each class and series and the designations thereof. This
Certificate is no valid unless countersigned and registered by the Transfer
Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
RAZORFISH, INC.
CORPORATE SEAL
OF DELAWARE
/s/ President, Chief Executive Officer /s/ Secretary and Chief
Scientist and Treasurer
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY AUTORIZED SIGNATURE
TRANSFER AGENT AND REGISTRAR
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The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT-____________Custodian_____________
TEN ENT - as tenants by the entiretles (Cust) (Miner)
JT TEN - - as joint tenants with right of survivorship under Uniform Gifts to Minors
and not as tenants in common Act_____________________
(State)
Additional abbreviations my also be used though not in the above list
For Value Received.______________________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[_______________________________]
[_______________________________]
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)
____________________________________________________________________________________________________
____________________________________________________________________________________________________
_______________________________________________________________________________________________Shares
of the common stock represented by the within Certificate, and do hereby irrevocably constitute
and appoint
_____________________________________________________________________________________________Attorney
to transfer the said stock on the books of the within named Company with full power of substitution
in the premises.
Dated___________
_____________________________________________________________
THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND WITH
NOTICE : THE NAME WRITTEN UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER
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Signature(s) Guaranteed:
_________________________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY ELIGIBLE
GUARANTOR INSTITUTION, (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM).
PURSUANT TO S.E.C. RULE 17Ad-16
