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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
MININGCO.COM, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-4034015
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
220 East 42nd Street, 24th Floor, New York, New York 10017
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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), 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: 333-69881.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be Registered Each Class is to be Registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Title of Each Class
to be Registered
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Common Stock, par value $.001 per share
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the common stock, par value $.001 per share, of
the Registrant under the caption "Description of Securities"
contained in the Registrant's Registration Statement on Form S-1
(File No. 333-69881), as filed with the Securities and Exchange
Commission on December 30, 1998, as amended from time to time, is
hereby incorporated by reference.
ITEM 2. EXHIBITS.
Number Description
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1.1 Form of Underwriting Agreement (incorporated by reference to
Exhibit 1.1 to the Registrant's Registration Statement on Form
S-1 (File No. 333-69881)).
3.1 Amended and Restated Certificate of Incorporation (incorporated
by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 (File No. 333-69881)).
3.2 Form of Certificate of Amendment to Amended and Restated
Certificate of Incorporation (incorporated by reference to
Exhibit 3.2 to the Registrant's Registration Statement on Form
S-1 (File No. 333-69881)).
3.3 Form of Second Amended and Restated Certificate of Incorporation
to be in effect upon the closing of this offering (incorporated
by reference to Exhibit 3.3 to the Registrant's Registration
Statement on Form S-1 (File No. 333-69881)).
3.4 Bylaws (incorporated by reference to Exhibit 3.4 to the Registrant's
Registration Statement on Form S-1 (File No. 333-69881)).
3.5 Form of Amended and Restated Bylaws to be in effect upon the
closing of this offering (incorporated by reference to Exhibit
3.5 to the Registrant's Registration Statement on Form S-1 (File
No. 333-69881)).
4.1 Specimen common stock certificate (incorporated by reference to
Exhibit 4.1 to the Registrant's Registration Statement on Form
S-1 (File No. 333-69881)).
10.1 1997 Employee Incentive Stock Option Plan (incorporated by
reference to Exhibit 10.1 to the Registrant's Registration
Statement on Form S-1 (File No. 333-69881)).
10.2 1998 Stock Option/Stock Issuance Plan (incorporated by reference
to Exhibit 10.2 to the Registrant's Registration Statement on
Form S-1 (File No. 333-69881)).
10.3 Amended and Restated Registration Rights Agreement, dated as of
November 13, 1998 (incorporated by reference to Exhibit 10.3 to
the Registrant's Registration Statement on Form S-1 (File No.
333-69881)).
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10.4 Amended and Restated 1998 Stock Option/Stock Issuance Plan
(incorporated by reference to Exhibit 10.9 to the Registrant's
Registration Statement on Form S-1 (File No. 333-69881)).
10.5 1999 Employee Stock Purchase Plan (incorporated by reference to
Exhibit 10.10 to the Registrant's Registration Statement on Form
S-1 (File No. 69881)).
10.6 Common Stock Purchase Agreement, dated as of February 23, 1999,
by and between the Registrant and Comcast Interactive
Investments, Inc. (incorporated by reference to Exhibit 10.12 to
the Registrant's Registration Statement on Form S-1 (File No.
333-69881)).
10.7 Form of Second Amended and Restated Investors' Rights Agreement,
to be entered into on or before the completion of this Offering
(incorporated by reference to Exhibit 10.13 to the Registrant's
Registration Statement on Form S-1 (File No. 333-69881)).
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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.
MININGCO.COM, INC.
(Registrant)
Date: March 4, 1999 By: /s/ Scott P. Kurnit
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Scott P. Kurnit
President, Chief Executive
Officer and Chairman of the
Board of Directors
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