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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
INSWEB CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 94-3220749
(State of Incorporation) (I.R.S. Employer Identification No.)
901 MARSHALL STREET
REDWOOD CITY, CALIFORNIA 94063
(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: 333-76511 (if applicable).
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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<CAPTION>
Title of Each Class Name Of Each Exchange On Which
To Be So Registered Each Class Is To Be Registered
<S> <C>
Not Applicable Not Applicable
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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 S-1, as amended (Commission File
No. 333-78095), filed with the Securities and Exchange Commission (the "Form
S-1 Registration Statement"), is hereby incorporated by reference.
Item 2. EXHIBITS
The following exhibits are filed as part of this Registration
Statement:
1. Fifth Restated Certificate of Incorporation of
Registrant, incorporated by reference to Exhibit 3.1 of
the Registrant's Form S-1 Registration Statement, as
subsequently amended.
2. Form of Bylaws of the Registrant, incorporated by
reference to Exhibit 3.2 of the Registrant's Form S-1
Registration Statement, as subsequently amended.
3. Third Amended and Restated Investor Rights Agreement
dated March 31, 1999, incorporated by reference to
Exhibit 4.2 of the Registrant's Form S-1 Registration
Statement, 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, thereto duly
authorized.
INSWEB CORPORATION
Date: May 12, 1999
By: /s/ Marian C. Taylor
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Marian C. Taylor
Senior Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
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<CAPTION>
Exhibit Exhibit Sequentially
Number ------- Numbered
------ Page
----
<C> <S> <C>
1 Fifth Restated Certificate of Incorporation of
Registrant, incorporated by reference to
Exhibit 3.1 of the Registrant's Form S-1
Registration Statement, as subsequently amended.
2 Form of Bylaws of the Registrant, incorporated by
reference to Exhibit 3.2 of the Registrant's Form S-1
Registration Statement, as subsequently amended.
3 Third Amended and Restated Investor Rights Agreement
dated March 31, 1999, incorporated by reference to
Exhibit 4.2 of the Registrant's Form S-1
Registration Statement, as subsequently amended.
</TABLE>
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