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As filed with the Securities and Exchange Commission on May 19, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DRUGSTORE.COM, INC.
(Exact name of registrant as specified in its charter)
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Delaware 04-3416255
(State of incorporation or organization) (IRS Employer
Identification No.)
13920 SE Eastgate Way, Suite 300 Bellevue, WA 98005
(Address of principal executive offices) (Zip Code)
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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 12(g)
of the Exchange Act and is effective pursuant of the Exchange Act and is effective pursuant
to General Instruction A.(c), check the to General Instruction A.(d), check the
following box. [ ] following box. [X]
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Securities Act registration statement file number to which this form relates:
333-78813 (if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
Incorporated by reference to the information set forth under the
caption "Description of Capital Stock" in the Registrant's Registration
Statement on Form S-1 filed via EDGAR on May 19, 1999 (SEC File No.
333-78813) (the "Form 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 --
incorporated herein by reference to Exhibit 4.1 to the Form S-1
Registration Statement.
2.1 Fifth Amended and Restated Certificate of Incorporation --
incorporated herein by reference to Exhibit 3.1 to the Form S-1
Registration Statement.
2.2 Bylaws, as amended -- incorporated herein by reference to
Exhibit 3.3 to the Form S-1 Registration Statement.
2.3 Fourth Amended and Restated Investors' Rights Agreement dated May
19, 1999 between the Registrant and certain holders of the
Registrant's securities -- incorporated herein by reference to
Exhibit 10.12 to the Form S-1 Registration Statement.
* To be filed by amendment.
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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: May 19, 1999 DRUGSTORE.COM, INC.
By: /s/ David E. Rostov
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David E. Rostov, Vice President
and Chief Financial Officer
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INDEX TO EXHIBITS
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Sequentially
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Exhibit No. Description Numbered Page
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1.* Specimen certificate for Registrant's Common Incorporated by
Stock -- incorporated herein by reference to reference
Exhibit 4.1 to the Form S-1 Registration
Statement.
2.1 Fifth Amended and Restated Certificate of Incorporated by
Incorporation -- incorporated herein by reference reference
to Exhibit 3.1 to the Form S-1 Registration
Statement.
2.2 Bylaws, as amended -- incorporated herein by Incorporated by
reference to Exhibit 3.3 to the Form S-1 reference
Registration Statement.
2.3 Fourth Amended and Restated Investors' Rights Incorporated by
Agreement dated May 19, 1999 between the reference
Registrant and certain holders of the
Registrant's securities -- incorporated herein by
reference to Exhibit 10.12 to the Form S-1
Registration Statement.
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* To be filed by amendment.
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