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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Mail.com, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3787073
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State of Incorporation or Organization) (I.R.S. Employer Identification No.)
11 Broadway, 6th Floor, New York, New York 10004
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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), check the following box. / /
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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), check the following box. /X/
--
Securities Act registration statement file number to which this form
relates: 333-74353.
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 Registered Each Class is to be Registered
---------------- ------------------------------
<S> <C>
None.
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
<TABLE>
<CAPTION>
Title of Each Class Name of Each Exchange on Which
to be Registered Each Class is to be Registered
---------------- ------------------------------
<S> <C>
Class A common stock, $0.01 par value Nasdaq National Market
</TABLE>
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Class A common stock, $.01 par value, of
Mail.com under the caption "Description of Capital Stock" contained in
Mail.com's Registration Statement on Form S-1, File No.333-74353 (the "Form
S-1"), as filed with the Securities and Exchange Commission on March 12, 1999,
as amended, is hereby incorporated by reference.
ITEM 2. EXHIBITS.
Exhibit No. Description
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1.1 Specimen certificate for shares of Mail.com's Class A common
stock, $.01 par value, incorporated by reference to
Exhibit 4.1 of the Form S-1
2.1 Amended and Restated Certificate of Incorporation of
Mail.com, incorporated by reference to Exhibit 3.1 of the
Form S-1
2.2 Amended and Restated Bylaws of Mail.com, incorporated
by reference to Exhibit 3.2 of the Form S-1
2.3 Waiver, Consent and Amendment to Class A Preferred Stock
Purchase Agreement and Investors' Rights Agreement, dated
July 31, 1998, incorporated by reference to Exhibit 10.26 of
the Form S-1
2.4 Accession Agreement among Mail.com and Primus Capital Fund
IV Limited Partnership and the Primus Executive Fund Limited
Partnership dated August 31, 1998, incorporated by reference
to Exhibit 10.27 of the Form S-1
2.5 Letter Agreement among Gerald Gorman, Primus Capital Fund
Limited Partnership and the Primus Executive Fund Limited
Partnership dated August 31, 1998, incorporated by reference
to Exhibit 10.28 of the Form S-1
2.6 Class E Preferred Stock Investors' Rights Agreement dated
March 10, 1999, incorporated by reference to Exhibit 10.29
of the Form S-1
2.7 Observer Rights Agreement among the Company, Primus, et. al,
and Sycamore Ventures dated August 31, 1998, incorporated by
reference to Exhibit 10.30 of the Form S-1
2.8 Investors' Rights Agreement between NBC Multimedia, Inc.,
CNET, Inc. and Mail.com, Inc. dated March 1, 1999,
incorporated by reference to Exhibit 10.31 of the Form S-1
2.9 Lycos Terms Sheet Agreement dated October 8, 1997 and the
Amendments thereto, incorporated by reference to
Exhibit 10.32 of the Form S-1
2.10 CNET Warrants dated March 1, 1999, incorporated by reference
to Exhibit 10.33 of the Form S-1
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2.11 NBC Multimedia Warrants dated March 1, 1999, incorporated by
reference to Exhibit 10.34 of the Form S-1
2.12 Letter Agreement between CNET, Inc., Snap Internet Portal
Service, NBC Multimedia, Inc. and Mail.com, Inc. dated as of
June 16, 1998, incorporated by reference to Exhibit 10.37 of
the Form S-1
2.13 Letter Agreement between CNET, Inc., Snap Internet Portal
Service, NBC Multimedia, Inc. and Mail.com, Inc. dated as of
February 8, 1999, incorporated by reference to Exhibit 10.38
of the Form S-1
2.14 AT&T Corp. Warrant dated May 26, 1999, incorporated by
reference to Exhibit 10.42 of the Form S-1
2.15 Investor Rights Agreement between Mail.com, Inc. and AT&T
Corp. dated May 26, 1999, incorporated by reference to
Exhibit 10.43 of the Form S-1
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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.
MAIL.COM, INC.
(Registrant)
Dated: June 15, 1999 By: /s/ Gary Millin
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Gary Millin
President
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