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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PRICELINE.COM INCORPORATED
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 06-1528493
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
Five High Ridge Park, Stamford, Connecticut 06905
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act and
is effective upon filing is effective upon filing
pursuant to General pursuant to General
Instruction A.(c), please Instruction A.(d), please
check the following box. [ ] check the following box. [x]
Securities Act registration statement file number to which this form relates:
333-69657
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, par value $0.008
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
For a description of the securities to be registered hereunder,
reference is made to the information set forth under the heading "Description of
Capital Stock" in the Registrant's Prospectus, which constitutes a part of the
Registrant's Registration Statement on Form S-1 (File No. 333-69657), as
amended, filed under the Securities Act of 1933, as amended, which information
is hereby incorporated herein by reference.
Item 2. Exhibits
The following exhibits to this Registration Statement have been
filed as exhibits to the Registrant's Registration Statement on Form S-1 (File
No. 333-69657), as amended, filed under the Securities Act of 1933, as amended,
and are hereby incorporated herein by reference.
Exhibit
Number Description of Exhibit
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1. Form of Amended and Restated Certificate of Incorporation of the
Registrant to be filed on the closing of the offering.
2. Form of By-Laws of the Registrant to be filed on the closing of the
offering.
3. Specimen Certificate for the Registrant's Common Stock.
4. Amended and Restated Registration Rights Agreement, dated as of
December 8, 1998, among the Registrant and certain stockholders of
the Registrant.
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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
or amendment thereto to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated: March 18, 1999
priceline.com Incorporated
By: /s/ Paul E. Francis
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Name: Paul E. Francis
Title: Chief Financial Officer
