<PAGE>
As filed with the Securities and Exchange Commission on March 1, 1999
Total Number of Pages - 4
Index to Exhibits at Page - 4
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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
FLYCAST COMMUNICATIONS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 77-0431028
(State of Incorporation or Organization) (IRS Employer Identification No.)
181 Fremont Street, Suite 120
San Francisco, CA 94105
(Address of Principal Executive Offices, Including Zip Code)
If this form relates to the registration If this form relates to the
of a class of securities pursuant to registration of a class of
Section 12(b) of the Exchange Act and is securities pursuant to
effective pursuant to General Section 12(g) of the Exchange Act
Instruction A.(c), check the following and is effective pursuant to General
box. [_] Instruction A.(d), check the
following box. [X]
Securities Act registration statement file number to which this form relates:
[333-71909] (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
------------------- ------------------------------
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.0001
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
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Incorporated by reference to the information set forth under the
caption "Description of Capital Stock" in the Registrant's Registration
Statement on Form S-1 filed on or about February 5, 1999 (SEC File No. 333-
71909) (the "Form S-1 Registration Statement").
-------------------------------
Item 2. Exhibits
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The following exhibits are filed as a part of this Registration
Statement:
1.* Specimen certificate for Registrant's Common Stock.
2.** Amended and Restated Certificate of Incorporation of the
Registrant.
3.*** Form of Amended and Restated Certificate of Incorporation of
the Registrant to become effective upon completion of the
Registrant's initial public offering.
4.**** Bylaws of the Registrant.
5.***** Amended and Restated Investors' Rights Agreement dated
December 30, 1998, between the Registrant and certain holders
of the Registrant's securities.
* Incorporated by reference to Exhibit 4.1 to the Form S-1 Registration
Statement.
** Incorporated by reference to Exhibit 3.3 to the Form S-1 Registration
Statement.
*** Incorporated by reference to Exhibit 3.4 to the Form S-1 Registration
Statement.
**** Incorporated by reference to Exhibit 3.5 to the Form S-1 Registration
Statement.
***** Incorporated by reference to Exhibit 10.7 to the Form S-1 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.
Date: March 1, 1999 FLYCAST COMMUNICATIONS CORP.
By: /s/ George Garrick
-----------------------------------------
George Garrick, President
and Chief Executive Officer
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INDEX TO EXHIBITS
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<CAPTION>
Sequentially
------------
Exhibit No. Description Numbered Page
- ------------ ----------- -------------
<C> <S> <C>
1. Specimen certificate for Registrant's Common Incorporated by
Stock. reference
2. Amended and Restated Certificate of Incorporation Incorporated by
of the Registrant. reference
3 Form of Amended and Restated Certificate of Incorporated by
Incorporation of the Registrant to become reference
effective upon completion of the Registrant's
initial public offering.
4. Bylaws of the Registrant. Incorporated by
reference
5. Amended and Restated Investors' Rights Agreement Incorporated by
dated December 30, 1998, between the Registrant reference
and certain holders of the Registrant's
securities.
</TABLE>
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