<PAGE>
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 l934
HomeStore.com, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 95-4438337
- ---------------------------------------- ------------------------------------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
225 West Hillcrest Drive, Suite 100
Thousand Oaks, California 91360
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
<TABLE>
<S> <C>
If this Form relates to the registration of a If this Form relates to the registration of a
class of securities pursuant to Section 12(b) class of securities pursuant to Section
of the Exchange Act and is effective 12(g) of the Exchange Act and is
pursuant to General Instruction A.(c), effective pursuant to General Instruction
check the following box. [_] A.(d), check the following box. [X]
</TABLE>
Securities Act registration statement file number to which this form relates:
333-80419
---------
Securities to be registered pursuant to Section 12(b) of the Act:
None
----
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
------------------------------
(Title of Class)
Warrants to purchase Common Stock and Common Stock, $0.001 par value
--------------------------------------------------------------------
(Title of Class)
Page 1
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
The description of the Common Stock and Warrants to purchase Common
Stock of Registrant set forth under the captions "Description of Capital Stock"
on pages 82-86, and "Description of Warrants Offered" on page 87 of the
Registrant's Registration Statement on Form S-1 (File No. 333-80419) as
originally filed with the Securities and Exchange Commission on June 10, 1999,
or as subsequently amended (the "Registration Statement"), and in the Prospectus
----------------------
included in the Registration Statement, is hereby incorporated by reference in
response to this item.
Item 2. Exhibits.
The following exhibits are filed herewith or incorporated herein by
reference:
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title or Description
------- -----------------------------
<S> <C>
3.01 Registrant's Amended and Restated Certificate of
Incorporation dated February 2, 1999.(1)
3.02 Registrant's Amended and Restated Certificate of
Incorporation to be filed immediately after the
closing of our underwritten initial public
offering.(1)
3.03 Registrant's Amended and Restated Bylaws dated
February 4, 1999.(1)
3.04 Registrant's Amended and Restated Bylaws to be
filed immediately after the closing of our
underwritten initial public offering.(1)
4.01 Form of Specimen Certificate for Registrant's
Common Stock.(1)
4.02.1 NetSelect, Inc. Second Amended and Restated
Stockholders Agreement dated January 28, 1999.(1)
4.02.2 Amendment No. 1 to NetSelect, Inc. Second
Amended and Restated Stockholders Agreement
dated January 28, 1999.(1)
4.03.1 Form of Warrant to Purchase Common Stock for
Home Builders.(2)
4.03.2 Form of Warrant to Purchase Common Stock for MLSs.(2)
4.04.1 Form of MLS Data Content Provider Agreement for
Group 1.(2)
4.04.2 Form of MLS Data Content Provider Agreement for
Group 2.(2)
4.04.3 Form of MLS Data Content Provider Agreement for
Group 3.(2)
4.05 Form of Home Builder Data Content Provider
Agreement.(2)
99.01 The description of the Common Stock and Warrants
to purchase Common Stock of Registrant set forth
under the captions "Description of Capital Stock"
on pages 82-86, and "Description of Warrants
Offered" on page 87 of the Registration Statement.
</TABLE>
- -------------------
(1) Previously filed as an exhibit to the Registrant's Registration Statement
on Form S-1 (File Number 333-79689) and incorporated herein by reference.
(2) Incorporated by reference to the exhibit of the Registration Statement
with the same number.
Page 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, thereunto duly authorized.
Dated: July 8, 1999 HomeStore.com, Inc.
By: /s/ John M. Giesecke, Jr.
-------------------------
John M. Giesecke, Jr., Chief Financial
Officer, Vice President and Secretary
Page 3
<PAGE>
Exhibit Index
-------------
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title or Description
- ------- -----------------------------
<C> <S>
3.01 Registrant's Amended and Restated Certificate of
Incorporation dated February 2, 1999.(1)
3.02 Registrant's Amended and Restated Certificate of
Incorporation to be filed immediately after the
closing of our underwritten initial public offering.(1)
3.03 Registrant's Amended and Restated Bylaws dated
February 4, 1999.(1)
3.04 Registrant's Amended and Restated Bylaws to be
filed immediately after the closing of our
underwritten initial public offering.(1)
4.01 Form of Specimen Certificate for Registrant's
Common Stock.(1)
4.02.1 NetSelect, Inc. Second Amended and Restated
Stockholders Agreement dated January 28, 1999.(1)
4.02.2 Amendment No. 1 to NetSelect, Inc. Second
Amended and Restated Stockholders Agreement
dated January 28, 1999.(1)
4.03.1 Form of Warrant to Purchase Common Stock for Home Builders.(2)
4.03.2 Form of Warrant to Purchase Common Stock for MLSs.(2)
4.04.1 Form of MLS Data Content Provider Agreement for Group 1.(2)
4.04.2 Form of MLS Data Content Provider Agreement for Group 2.(2)
4.04.3 Form of MLS Data Content Provider Agreement for Group 3.(2)
4.05 Form of Home Builder Data Content Provider Agreement.(2)
99.01 The description of the Common Stock and Warrants
to purchase Common Stock of Registrant set forth
under the captions "Description of Capital Stock"
on pages 82-86, and "Description of Warrants
Offered" on page 87 of the Registration Statement.
</TABLE>
- ---------------
(1) Previously filed as an exhibit to the Registrant's Registration Statement on
Form S-1 (File Number 333-79689) and incorporated herein by reference.
(2) Incorporated by reference to the exhibit of the Registration Statement with
the same number.
Page 4
