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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AUDIBLE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 22-3407945
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
65 Willowbrook Boulevard, Wayne, NJ 07470
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a registration of a class of
securities pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(c), check the following box. [X]
If this form relates to the class of securities pursuant to Section 12(b)
of the Exchange Act and is effective pursuant to General Instruction A.(d),
check the following box. [ ]
Securities Act registration statement file number to
which this form relates: 333-76985
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(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
None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 Par Value
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(Title of class)
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Item 1: Description of Registrant's Securities to be Registered
The description of the Common Stock of the Registrant, par value $.01 per
share, registered hereby is incorporated by reference to the description of the
Registrant's Capital Stock set forth under the heading "Description of Our
Capital Stock" in the Registrant's Amendment No. 3 to the Company's Registration
Statement on Form S-1 (SEC File No. 333-76985) ("Amendment No. 3"), as filed
with the Securities and Exchange Commission on June 16, 1999, any amendments to
such Amendment No. 3 filed subsequently thereto and any form of prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
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Item 2: Exhibits
The following exhibits are filed as part of this Registration Statement:
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3.1.1* Restated Certificate of Incorporation of the Registrant, dated March 31, 1997
3.1.2* Certificate of Amendment of Certificate of Incorporation, dated July 22, 1997
3.1.2* Certificate of Amendment of Certificate of Incorporation, dated February 25, 1998
3.1.3* Certificate of Amendment of Certificate of Incorporation, dated December 18, 1998
3.1.3.1 Certificate of Amendment of Certificate of Incorporation, dated April 23, 1999
3.1.4* Certificate of Amendment of Certificate of Incorporation, dated June 16, 1999
3.2 * Form of Amended and Restated Certificate of Incorporation of the Registrant.
3.3 * Bylaws of the Registrant
3.3.1 * Amendment No. 1 to Bylaws of the Registrant, dated March 17, 1998
3.4 * Form of Amended and Restated Bylaws of the Registrant.
4.1 * Specimen stock certificate for shares of Common Stock of the
Registrant.
10.14 * Amended and Restated Registration Rights Agreement, dated February
26, 1998, by and among the Registrant and certain stockholders named
therein
10.14.1* Amendment No. 1 to Amended and Restated Registration Rights
Agreement dated December 18, 1998 (relating to Exhibit 10.14)
10.14.2* Amendment No. 2 to Amended and Restated Registration Rights
Agreement dated June 16, 1999 (relating to Exhibit 10.14)
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* Incorporated by reference to the Registrant's Registration Statement
on Form S-1 (SEC File No. 333-76985).
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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.
AUDIBLE, INC.
Date: June 28, 1999 By: /s/ Andrew J. Huffman
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Andrew J. Huffman
President and Chief Executive Officer
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Exhibit Index
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Exhibit No. Description
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3.1.1* Restated Certificate of Incorporation of the Registrant, dated March 31, 1997
3.1.2* Certificate of Amendment of Certificate of Incorporation, dated July 22, 1997
3.1.2* Certificate of Amendment of Certificate of Incorporation, dated February 25, 1998
3.1.3* Certificate of Amendment of Certificate of Incorporation, dated December 18, 1999
3.1.3.1 Certificate of Amendment of Certificate of Incorporation, dated April 23, 1999
3.1.4* Certificate of Amendment of Certificate of Incorporation, dated June 16, 1999
3.2 * Form of Amended and Restated Certificate of Incorporation of the Registrant.
3.3 * Bylaws of the Registrant
3.3.1 * Amendment No. 1 to Bylaws of the Registrant, dated March 17, 1998
3.4 * Form of Amended and Restated Bylaws of the Registrant.
4.1 * Specimen stock certificate for shares of Common Stock of the
Registrant.
10.14 * Amended and Restated Registration Rights Agreement, dated
February 26, 1998, by and among the Registrant and certain
stockholders named therein
10.14.1 * Amendment No. 1 to Amended and Restated Registration Rights
Agreement dated December 18, 1998 (relating to Exhibit 10.14)
10.14.2 * Amendment No. 2 to Amended and Restated Registration Rights
Agreement dated June 16, 1999 (relating to Exhibit 10.14)
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* Incorporated by reference to the Registrant's Registration
Statement on Form S-1 (SEC File No. 333-76985).
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4
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AUDIBLE, INC.
June 28, 1999
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Audible, Inc. (the "Company")
Registration Statement on Form 8-A Under the
Securities Exchange Act of 1934
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Gentlemen:
In accordance with Rule 12d1-2 under the Securities Exchange Act of 1934,
as amended, the Company hereby requests acceleration of the effective date of
the above-referenced Registration Statement on Form 8-A so that it will become
effective with the Securities and Exchange Commission ("SEC") concurrently with
the effectiveness of the Company's Registration Statement of Form S-1 under the
Securities Act of 1933, as amended, which was originally filed with the SEC on
April 23, 1999 (Registration No. 333-76985).
Sincerely,
/s/ Andrew J. Huffman
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Andrew J. Huffman
President and Chief Executive Officer
cc: The Nasdaq Stock Market, Inc.
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EXHIBIT 3.1.3.1
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF AUDIBLE, INC.
AUDIBLE, INC., a corporation organized and existing under the laws of the
State of Delaware (the "Corporation"), hereby certifies as follows:
FIRST: In a meeting duly called on April 18, 1999, the Board of
Directors of the Corporation adopted resolutions pursuant to Section 242 of the
General Corporation Law of the State of Delaware, setting forth amendments to
the Certificate of Incorporation of the Corporation (the "Certificate") and
declaring said amendments to be advisable. The stockholders of the Corporation
duly approved the proposed amendments in accordance with Section 242 of the
General Corporation Law of the State of Delaware by written consent in lieu of a
meeting, dated April 22, 1999, pursuant to and in accordance with Section 228 of
the General Corporation Law of the State of Delaware. The resolutions setting
forth the amendments are as follows:
RESOLVED: That the first paragraph of Article FOURTH of the
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Certificate of Incorporation be and hereby is deleted in its entirety and
replaced as follows:
"FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is (i) 50,000,000 shares of common
stock, $.01 par value per share (the "Common Stock") and (ii) 19,843,000 shares
of preferred stock, $.01 par value per share (the "Preferred Stock"), of which
(i) 534,000 shares are designated Series A Convertible Preferred Stock, $.01 par
value per share (the "Series A Stock"), (ii) 534,000 shares are designated
Series A-1 Convertible Preferred Stock, par value $.01 per share (the "Series A-
1 Preferred Stock"); (iii) 2,100,000 shares are designated Series B Preferred
Stock, $.01 par value per share (the "Series B Preferred Stock"); (iv) 2,300,000
shares are designated Series C Preferred Stock, $.01 par value per share (the
"Series C Preferred Stock"), and (v) 4,375,000 shares are designated Series D
Preferred Stock, par value $.01 par value per share (the "Series D Preferred
Stock"). As used herein, the term "Series A Preferred Stock" means the Series A
Stock and the Series A-1 Preferred Stock share-for-share alike and without
distinction, as except as the context otherwise requires."
RESOLVED: The following paragraph be inserted as the new first
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paragraph under Article FOURTH (B) of the Certificate of Incorporation:
"B. Preferred Stock.
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The Board of Directors expressly is authorized, subject to limitations
prescribed by the Delaware General Corporation Law and the provisions of the
Certificate of
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Incorporation of the Corporation, to provide, by resolution and by filing a
certificate pursuant to the Delaware General Corporation Law, for the issuance
from time to time of the shares of Preferred Stock in one or more series, to
establish from time to time the number of shares to be included in each such
series, and to fix the designation, powers, preferences and other rights of the
shares of each such series and to fix the qualifications, limitations and
restrictions thereon, including, but without limiting the generality of the
foregoing, the following:
(1) the number of shares constituting that series and the distinctive
designation of that series;
(2) the dividend rate on the shares of that series, whether dividends
shall be cumulative, and, if so, from which date or dates, and the relative
rights of priority, if any, of payment of dividends on shares of that series;
(3) whether that series shall have voting rights, in addition to the
voting rights provided by law, and, if so, the terms of such voting rights;
(4) whether that series shall have conversion privileges, and, if so,
the terms and conditions of such conversion, including provision for adjustment
of the conversion rate in such events as the Board of Directors shall determine;
(5) whether or not the shares of that series shall be redeemable, and,
if so, the terms and conditions of such redemption, including the dates upon or
after which they shall be redeemable, and the amount per share payable in case
of redemption, which amount may vary under different conditions and at different
redemption rates;
(6) whether that series shall have a sinking fund for the redemption
or purchase of shares of that series, and, if so, the terms and amount of such
sinking fund;
(7) the rights of the shares of that series in the event of voluntary
or involuntary liquidation, dissolution or winding up of the Corporation, and
the relative rights of priority, if any, of payment of shares of that series;
and
(8) any other relative powers, preferences, and rights of that series,
and qualifications, limitations or restrictions on that series."
SECOND: This amendment to Certificate of Incorporation shall be effective
as of the date set forth below.
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IN WITNESS WHEREOF, Audible, Inc. has caused this Certificate to be signed
by Andrew J. Huffman, its President and Chief Executive Officer this 22nd day of
April, 1999.
AUDIBLE, INC.
By: /s/ Andrew J. Huffman
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Andrew J. Huffman
President and Chief Executive Officer
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