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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
MyPoints.com, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 94-3255692
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(State of incorporation or organization) (IRS Employer I.D. No.)
565 Commercial Street, 4th Floor, San Francisco, CA 94111-3031
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(Address of principal executive offices)
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, $0.001 par Value
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Item 1. Description of Registrant's Securities to be Registered
Incorporated by reference to page 60 through 62 of the
Preliminary Prospectus, contained in Amendment No. 3 to the
Registrant's Registration Statement on Form S-1 filed on July 29, 1999
(the "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.** Certificate of Incorporation, as currently in effect;
3.*** Form of Certificate of Incorporation to be filed
after the closing of the offering made under the
S-1 Registration Statement;
4.**** Bylaws of the Registrant as currently in effect;
5.***** Bylaws of the Registrant as in effect upon completion of the
offering under the S-1 Registration Statement.
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* Incorporated by reference to Exhibit 4.2 to the S-1 Registration
Statement.
** Incorporated by reference to Exhibit 3.1(a) to the S-1 Registration
Statement.
*** Incorporated by reference to Exhibit 3.1(b) to the S-1 Registration
Statement.
**** Incorporated by reference to Exhibit 3.2(a) to the S-1 Registration
Statement.
***** Incorporated by reference to Exhibit 3.2(b) 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: August 3, 1999
MYPOINTS.COM, INC.
By: /s/ Steven M. Markowitz
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Steven M. Markowitz, President
