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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ALLOY ONLINE, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 04-3310676
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(State of incorporation or organization) (IRS Employer Identification No.)
115 WEST 30TH STREET, #201, NEW YORK, NEW YORK 10001
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective upon filing pursuant to
General Instruction A.(c), check the following box. [ ]
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.(d), please check the following box. [X]
Securities Act registration statement file number to which this form relates:
333-74159
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE PER SHARE
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(Title of Class)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Registrant incorporates herein by reference the following portions of
the Registrant's Amendment No. 3 to Registration Statement on Form S-1 filed by
the Registrant under the Securities Act of 1933 on May 7, 1999 as the same may
be subsequently amended by amendments to the Registration Statement, and, to the
extent applicable, such portions of any prospectus relating to such Registration
Statement filed pursuant to Rule 424(b) under the Securities Act of 1933:
Description of Capital Stock
-- Common Stock
-- Preferred Stock
-- Anti-Takeover Effects of Various Provisions of
Delaware Law and Alloy's Certificate of
Incorporation and Bylaws
Item 2. EXHIBITS.
The Registrant incorporates herein by reference the following Exhibits to
the Registrant's Amendment No. 3 to Registration Statement on Form S-1 filed by
the Registrant under the Securities Act of 1933 on May 7, 1999 as the same may
be subsequently amended by amendments to the Registration Statement:
(1) Restated Certificate of Incorporation of the Registrant,
filed as Exhibit 3.1 to the Registration Statement on Form
S-1 filed on May 7, 1999.
(2) Restated Bylaws of the Registrant, filed as Exhibit 3.2 to
the Registration Statement on Form S-1 filed on May 7,
1999.
(3) Specimen Certificate representing the Common Stock, filed
as Exhibit 4.1 to the Registration Statement on Form S-1
filed on May 7, 1999.
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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.
ALLOY ONLINE, INC.
By: /s/ Samuel A. Gradess
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Samuel A. Gradess
Chief Financial Officer
Dated: May 11, 1999
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