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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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Talk City, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 77-0426524
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
307 Orchard City Drive, Suite 350, Campbell, CA 95008
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(Address of principal executive offices) (Zip code)
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If this form relates to the If this form relates to the registration of
registration of a class of a class of securities pursuant to Section
securities pursuant to Section 12(b) 12(g) of the Exchange Act and is effective
of the Exchange Act and is effective pursuant to General Instruction A.(d),
pursuant to General Instruction please check the following box. [X]
A.(c), please check the following
box. [_]
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Securities Act registration statement file number to which this form relates:
333-77455
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Securities to be registered pursuant to Section 12(b) of the Act:
NONE
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Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.001 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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Incorporated by reference to Description of Capital Stock section of
Amendment No. 4 to the Registrant's registration statement on Form S-1
filed with the Securities and Exchange Commission on July 9, 1999 (File
No. 333-77455) (the "S-1 Registration Statement").
Item 2. Exhibits
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The following exhibits are filed as a part of this registration
statement:
1. /1/ Amended and Restated Certificate of Incorporation.
2. /2/ Second Amended and Restated Certificate of Incorporation, to
be filed immediately following the consummation of the
offering.
3. /3/ Bylaws.
4. /4/ Specimen Common Stock Certificate.
5. /5/ Third Amended and Restated Shareholders Rights Agreement,
dated April 23, 1999, between the registrant and the parties
named therein, as amended on May 26, 1999.
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/1/ Incorporated by reference to Exhibit 3.1 to the S-1 Registration Statement.
/2/ Incorporated by reference to Exhibit 3.2 to the S-1 Registration Statement.
/3/ Incorporated by reference to Exhibit 3.3 to the S-1 Registration Statement.
/4/ Incorporated by reference to Exhibit 4.1 to the S-1 Registration Statement.
/5/ Incorporated by reference to Exhibit 4.2 to the 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: July 9, 1999
TALK CITY, INC.
By: /s/ Peter H. Friedman
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Peter H. Friedman
Chief Executive Officer and
President
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