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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SUNHAWK.COM CORPORATION
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(Exact name of registrant as specified in its charter)
Washington 91-1568830
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
223 Taylor Avenue North, Suite 200
Seattle, WA 98109
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(Address of Principal Executive Offices,
including 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), PLEASE CHECK
THE FOLLOWING BOX. [X]
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), PLEASE CHECK
THE FOLLOWING BOX. [ ]
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS
FORM RELATES: 333-80849 (IF APPLICABLE)
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SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(b) OF THE ACT:
Title of Each Class Name of Each Exchange on
to be so Registered Which Each Class is
Common Stock, no par value Pacific Exchange, Inc.
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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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 section titled "Description of
Securities" in the Prospectus contained in Registrant's Registration
Statement on Form SB-2 (Registration No. 333-80849) (as amended, the
"Form SB-2/A Registration Statement") filed with the Securities and
Exchange Commission on September 10, 1999.
Item 2. Exhibits.
1. Amended and Restated Certificate of Incorporation of the registrant
filed with the Department of State of Washington on August 20, 1992 is
set forth as Exhibit 3.1 to Form SB-2/A Registration Statement filed
with the Securities and Exchange Commission on June 17, 1999 and are
incorporated herein by reference.
2. Amendment to Bylaws of the Registrant is set forth as Exhibit 3.3 to
Form SB-2 Registration Statement filed with the Securities and Exchange
Commission on June 17, 1999 and is incorporated herein by reference.
3. Provisions Defining the Rights of the Holders of Common Stock are
included in Exhibits 3.1 and 3.3 to Form SB-2 Registration Statement
filed with the Securities and Exchange Commission on June 17, 1999 and
are incorporated herein by reference.
4. 1996 Stock Option Plan is included in Exhibit 10.1 to Form SB-2
Registration Statement filed with the Securities and Exchange
Commission on June 17, 1999 and are incorporated herein by reference.
5. Distribution Agreement dated May 18, 1998 by and between Sunhawk.com
Corporation and Warner Bros. Publications U.S. Inc., as amended and is
included in Exhibit 10.2 filed as amendments to Form SB-2 Registration
Statement with the Securities and Exchange Commission on July 8, 1999
and is incorporated herein by reference.
6. Distribution Agreement dated as of June 12, 1998 by and between EMI
Christian Music Publishing and Sunhawk.com Corporation and is included
in Exhibit 10.3 filed as amendments to Form SB-2 Registration Statement
with the Securities and Exchange Commission on July 8, 1999 and is \
incorporated herein by reference.
7. Music Conversion Agreement dated as of April 1, 1998 by and between
Sunhawk.com Corporation and International Music Engraving Company, as
amended and is Exhibit 10.4 filed as amendments to Form SB-2
Registration Statement with the Securities and Exchange Commission on
July 8, 1999 and is incorporated herein by reference.
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8. Lease dated August 10, 1998 by and between 223 Taylor Corp. and
Sunhawk.com Corporation and is included as Exhibit 10.5 of Form SB-2
Registration Statement filed with the Securities and Exchange
Commission on June 17, 1999 and is incorporated herein by reference.
9. Form of Employment Agreement between Sunhawk.com Corporation and Marlin
J. Eller is included in Exhibit 10.6 of Form SB-2 Registration
Statement filed with the Securities and Exchange Commission on
September 10, 1999 and are incorporated herein by reference.
10. Form of Lock-Up Agreement and is included in Exhibit 10.7 of Form SB-2
Registration Statement filed with the Securities and Exchange
Commission on September 10, 1999 and are incorporated herein by
reference and is included as Exhibit 10.7 of Form SB-2 Registration
Statement filed with the Securities and Exchange Commission on
September 10, 1999 and are incorporated herein by reference.
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SIGNATURE
Pursuant to the requirement 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.
Sunhawk.com Corporation
By: ----------------------------------
Marlin Eller
Chairman of the Board, Chief
Executive Officer and
President
Date: December __, 1999
