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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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
LAUNCH MEDIA, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 94-4463753
(State of Incorporation) (I.R.S. Employer Identification No.)
2700 PENNSYLVANIA AVENUE
SANTA MONICA, CALIFORNIA 90404
(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: 333-72433 (if applicable).
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
Not Applicable Not Applicable
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, par value $0.001
(Title of class)
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Item 1. Description of Registrant's Securities to be Registered
The information contained in "Description of Capital Stock" in
the Registrant's Registration Statement on Form SB-2, as amended (Commission
File No. 333-72433), filed with the Securities and Exchange Commission (the
"Form SB-2 Registration Statement"), is hereby incorporated by reference.
Item 2. Exhibits
The following exhibits are filed as part of this Registration
Statement:
1. Second Amended and Restated Certificate of Incorporation of
the Registrant, as amended to date, incorporated by
reference to Exhibit 3.1 of the Registrant's Form SB-2
Registration Statement.
2. Bylaws of the Registrant, incorporated by reference to
Exhibit 3.2 of the Registrant's Form SB-2 Registration
Statement.
3. Second Amended and Restated Investor Rights Agreement dated
February 27, 1998, as amended to date, incorporated by
reference to Exhibit 4.1 of the Registrant's Form SB-2
Registration Statement.
4. Second Amended and Restated Co-Sale Agreement dated February
27, 1998, as amended to date, incorporated by reference to
Exhibit 4.2 of the Registrant's Form SB-2 Registration
Statement.
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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.
LAUNCH MEDIA, INC.
Date: April 6, 1999
By: /s/ JEFFREY MICKEAL
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Jeffrey Mickeal
Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT SEQUENTIALLY
NUMBER EXHIBIT NUMBERED PAGE
- ------ ------- -------------
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1 Second Amended and Restated Certificate of Incorporation of
the Registrant, as amended to date, incorporated by reference
to Exhibit 3.1 of the Registrant's Form SB-2 Registration
Statement.
2 Bylaws of the Registrant incorporated by reference to Exhibit
3.2 of the Registrant's Form SB-2 Registration Statement.
3 Second Amended and Restated Investor Rights Agreement dated
February 27, 1998, as amended to date, incorporated by
reference to Exhibit 4.1 of the Registrant's Form SB-2
Registration Statement.
4 Second Amended and Restated Co-Sale Agreement dated February
27, 1998, as amended to date, incorporated by reference to
Exhibit 4.2 of the Registrant's Form SB-2 Registration
Statement.
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