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
AGENCY.COM LTD.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3808969
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
665 Broadway, Ninth Floor, New York, New York 10012
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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. |_|
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: 333-86433.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be Registered Each Class is to be Registered
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None. None.
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Securities to be registered pursuant to Section 12(g) of the Act:
Title of Each Class Name of Each Exchange on Which
to be Registered Each Class is to be Registered
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Common Stock, $0.001 par value NASDAQ National Market
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
For a description of the securities to be registered hereunder, reference
is made to the information set forth under the heading "Description of
Capital Stock" contained in the Registrant's Registration Statement on
Form S-1, File No. 333-86433 (the "Form S-1"), as filed with the
Securities and Exchange Commission on September 2, 1999, as amended, which
information is hereby incorporated by reference.
Item 2. Exhibits.
The following exhibits to this Registration Statement have been filed as
exhibits to the Registrant's Registration Statement on Form S-1 and are
hereby incorporated herein by reference.
Exhibit No. Description
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1. Second Amended and Restated Certificate of Incorporation,
incorporated by reference to Exhibit 3.2 of the Form S-1.
2. Amended and Restated Bylaws of the Registrant, incorporated by
reference to Exhibit 3.4 of the Form S-1.
3. Specimen common stock certificate, incorporated by reference to
Exhibit 4.1 of the Form S-1.
<PAGE>
SIGNATURES
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.
AGENCY.COM LTD
(Registrant)
Dated: November 23, 1999 By: /s/ Charles Dickson
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Charles Dickson
Executive Vice President and Chief
Financial Officer
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