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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
musicmaker.com, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 54-1811721
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(State of Incorporation (IRS Employer
or Organization) Identification No.)
1831 Wiehle Avenue
Suite 128
Reston, VA 20190
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(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), please 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), please check the following box. [X]
Securities Act registration statement file number to which this form
relates: 333-72685
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
common stock, par value $0.01 per share
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
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The description of the common stock of Registrant set forth under the
caption "Description of Securities" in Registrant's Registration Statement on
Form S-1 (File No. 333-72685) as originally filed with the Securities and
Exchange Commission on February 19, 1999, and as subsequently amended (the
"Registration Statement"), and in the Prospectus included in the Registration
Statement, is hereby incorporated by reference in response to this Item.
Item 2. Exhibits.
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The following exhibits are filed herewith or incorporated herein by
reference:
Exhibit
Number Exhibit Title or Description
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3.1 Form of Registrant's Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the Registration
Statement).
3.2 Registrant's Bylaws (incorporated by reference to Exhibit 3.2 to the
Registration Statement).
4.1 Form of common stock certificate for the Registrant's Common Stock
(incorporated by reference to Exhibit 4.1 to the Registration
Statement).
99.1 The description of Registrant's common stock set forth under the
caption "Description of Securities" on pages 51 through 53 of the
Prospectus included in the Registration Statement.
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SIGNATURES
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, thereunto duly authorized.
musicmaker.com, Inc.
Date: July 1, 1999 By: /s/ Robert P. Bernardi
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Robert P. Bernardi
Chairman, Co-Chief
Executive Officer
INDEX TO EXHIBITS
Exhibit
Number Exhibit Title or Description
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3.1 Form of Registrant's Amended and Restated Certificate of
Incorporation (incorporated by reference to Exhibit 3.1 to the
Registration Statement).
3.2 Registrant's Bylaws (incorporated by reference to Exhibit 3.2 to the
Registration Statement).
4.1 Form of common stock certificate for the Registrant's Common Stock
(incorporated by reference to Exhibit 4.1 to the Registration
Statement).
99.1 The description of Registrant's common stock set forth under the
caption "Description of Securities" on pages 51 through 53 of the
Prospectus included in the Registration Statement.
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