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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 12(g) OF
THE SECURITIES EXCHANGE ACT OF l934
AUTOWEB.COM, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 77-0412737
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
3270 JAY STREET, BUILDING 6
Santa Clara, CA 95054
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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 securities registration of a class of
pursuant to Section 12(b) of the Exchange securities pursuant to
Actand is effective pursuant to General Section 12(g) of the
Instruction A.(c), check the following box. 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:
333-71177
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Securities to be registered pursuant to Section 12(b) of the Act:
NONE
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Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.001 PAR VALUE PER SHARE
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of Registrant's common stock set forth under the
caption "Description of Capital Stock" in Registrant's Registration Statement on
Form S-1 (File No. 333-71177) as originally filed with the Securities and
Exchange Commission on January 26, 1999, as subsequently amended, and in the
prospectus included in such registration statement, is hereby incorporated by
reference in response to this item.
ITEM 2. EXHIBITS.
The following exhibits are filed herewith or incorporated herein by
reference:
EXHIBIT EXHIBIT
NUMBER TITLE OR DESCRIPTION
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3.01 Registrant's Certificate of Incorporation.*
3.02 Registrant's Bylaws.*
3.03 Registrant's Certificate of Retirement of Preferred Stock.*
3.04 Registrant's Certificate of Designation of Preferred Stock.*
4.01 Form of Specimen Certificate for Registrant's common stock.*
4.02 Amended and Restated Rights Agreement dated October 16, 1998
between Registrant and Certain stockholders named therein.*
99.01 The description of Registrant's common stock set forth under the
caption "Description of Capital Stock" on pages 54 through 56 of
the prospectus included in Registrant's Registration Statement on
Form S-1, File No. 333-71177, filed January 26, 1999, as
subsequently amended.
* Incorporated by reference to the exhibit with the same number to Registrant's
registration statement on Form S-1, File No. 333-71177, filed January 26,
1999, as subsequently amended.
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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, thereunto duly authorized.
DATED: MARCH 16, 1999 AUTOWEB.COM, INC.
BY: /s/ SAMUEL M. HEDGPETH III
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Samuel M. Hedgpeth III
Vice President, Finance and Administration,
Treasurer and Chief Financial Officer
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INDEX TO EXHIBITS
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EXHIBIT EXHIBIT
NUMBER TITLE OR DESCRIPTION
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3.01 Registrant's Certificate of Incorporation.*
3.02 Registrant's Bylaws.*
3.03 Registrant's Certificate of Retirement of Preferred Stock.*
3.04 Registrant's Certificate of Designation of Preferred Stock.*
4.01 Form of Specimen Certificate for Registrant's common stock.*
4.02 Amended and Restated Rights Agreement dated October 16, 1998
between Registrant and Certain stockholders named therein.*
99.01 The description of Registrant's common stock set forth under the
caption "Description of Capital Stock" on pages 54 through 56 of
the prospectus included in Registrant's Registration Statement on
Form S-1, File No. 333-71177, filed January 26, 1999, as
subsequently amended.
* Incorporated by reference to the exhibit with the same number to Registrant's
registration statement on Form S-1, File No. 333-71177, filed January 26,
1999, as subsequently amended.
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