<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A/A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
Be Free, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 04-3303188
- -------------------------------------- ----------------------------------------
(State of incorporation (IRS Employer
or organization) Identification No.)
154 Crane Meadow Road, Marlborough, MA 01752
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box. [_] following box. [x]
Securities Act registration statement file number to which this form relates:
333-84535
-----------------
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Same of Each Exchange on Which
to be so Registered Each Class is to be Registered
- -------------------------------------- ----------------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value per share
----------------------------------------
(Title of Class)
<PAGE>
Item 1: Description of Registrant's Securities to be Registered.
-------------------------------------------------------
The description under the heading "Description of Capital Stock" relating
to the Registrant's Common Stock, $.01 par value per share, in the Prospectus
included in the Registrant's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission (the "Registration Statement on Form S-1")
(File No. 333-84535) is incorporated herein by reference.
Item 2: Exhibits.
--------
The following exhibits are filed herewith (or incorporated by reference as
indicated below):
1. Restated Certificate of Incorporation of the Registrant, as amended,
incorporated by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1.
2. Form of Amended and Restated Certificate of Incorporation of the
Registrant, incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-1.
3. Bylaws of the Registrant, incorporated by reference to Exhibit 3.3 to
the Company's Registration Statement on Form S-1.
4. Amended and Restated Bylaws of the Registrant, incorporated by
reference to Exhibit 3.4 to the Company's Registration Statement on
Form S-1.
2
<PAGE>
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.
Be Free, Inc.
By: /s/Stephen M. Joseph
---------------------------
Stephen M. Joseph
Chief Financial Officer,
Secretary and Treasurer
September 17, 1999
3
