<PAGE> 1
UNITED STATES
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
MP3.com, Inc.
(Exact name of registrant as specified in its charter)
Delaware 33-0840026
(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
10350 Science Center Drive, Building 14, San Diego, CA 92121
(Address of principal executive offices) (zip code)
If this form relates to the registration of a class of pursuant to Section 12(b)
of the Exchange Act effective upon filing pursuant to General Act and is
effective pursuant to General Instruction 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 and is effective pursuant to General Instruction
Instruction A.(d), check the following box. [X]
<TABLE>
<S> <C>
Securities Act registration statement file number to which this form relates: 333-78545
---------------
(If applicable)
</TABLE>
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of Each Class to Name of Each Exchange on Which
be so Registered Each Class is to be Registered
---------------------- ------------------------------
<S> <C>
None
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
------------------------------
(Title of class)
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Incorporated by reference to the section entitled "Description of Capital Stock"
on page 54 of the preliminary prospectus contained in Registrant's Amendment No.
4 to Registration Statement on Form S-1 filed with the Commission on July 12,
1999 (No. 333-78545), as amended.
ITEM 2. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
1. Specimen Common Stock Certificate.(1)
2. Registrant's Restated Certificate of Incorporation.(2)
3. Registrant's Amended and Restated Bylaws.(3)
</TABLE>
(1) Filed with the Securities and Exchange Commission as exhibit 4.2 to
Registrant's Form S-1 Registration Statement, No. 333-78545, as amended,
and incorporated herein by reference.
(2) Filed with the Securities and Exchange Commission as exhibit 3.3 to
Registrant's Form S-1 Registration Statement, No. 333-78545, as amended,
and incorporated herein by reference.
(3) Filed with the Securities and Exchange Commission as exhibit 3.5 to
Registrant's Form S-1 Registration Statement, No. 333-78545, as amended,
and incorporated herein by reference.
<PAGE> 3
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.
MP3.COM, INC.
(Registrant)
Date: July 13, 1999 By: /s/ STEVEN M. PRZESMICKI
------------------------------------
Steven M. Przesmicki
Secretary
