<PAGE>
As filed with the Securities and Exchange Commission on February 17, 1999
Total Number of Pages - 4
Index to Exhibits at Page - 4
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
MPATH INTERACTIVE, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3217317
(State of Incorporation) (IRS Employer
Identification No.)
665 Clyde Avenue, Mountain View, CA 94043
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Exchange Section 12(g) of the Exchange
Act and is effective pursuant Act and is effective pursuant
to General Instruction A.(c), to General Instruction A.(d),
check the following box. [_] check the following box. [X]
Securities Act registration statement file number to which this form relates:
[333- ] (if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
<S> <C>
None None
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.00005
--------------------------------
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
-------------------------------------------------------
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 16, 1999 (SEC File No. 333-
___________) (the "Form S-1 Registration Statement").
-------------------------------
Item 2. Exhibits
--------
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.
4.**** Amended and Restated Bylaws of the Registrant.
5.***** Form of Amended and Restated Bylaws of the Registrant.
6.****** Fourth Amended and Restated Investors' Rights Agreement
dated January 15, 1999, 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 3.1 to the Form S-1 Registration
Statement.
*** Incorporated by reference to Exhibit 3.2 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 4.2 to the Form S-1 Registration
Statement.
<PAGE>
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: February 17, 1999 MPATH INTERACTIVE, INC.
By: /s/ Lynn Heublein
-----------------------------------------------
Lynn Heublein, Chief Operating Officer
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequentially
No. Description Numbered Page
- ------- ----------- -------------
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. reference
4. Amended and Restated Bylaws of the Registrant. Incorporated by
reference
5. Form of Amended and Restated Bylaws of the Incorporated by
Registrant. reference
6. Fourth Amended and Restated Investors' Rights Incorporated by
Agreement dated January 15, 1999, between the reference
Registrant and certain holders of the
Registrant's securities.
