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As filed with the Securities and Exchange Commission on April 12, 2000
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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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ACTIVEWORLDS.COM, INC.
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(Exact name of registrant as specified in its charter)
Delaware 13-383101
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(State of incorporation or organization) (I.R.S. Employer Identification Number)
95 PARKER STREET
NEWBURYPORT, MASSACHUSETTS 01950
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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. [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), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-85095
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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Common stock, $0.001 par value Boston Stock Exchange
per share. Nasdaq SmallCap Market
Unit, each consisting of one share Boston Stock Exchange
of common stock and one series B Nasdaq SmallCap Market
redeemable common stock purchase
warrant, redeemable for one share of
common stock.
Series B redeemable common stock Boston Stock Exchange
purchase warrant, redeemable for one Nasdaq SmallCap Market
share of common stock.
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.
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Information concerning the common stock, the warrants and the Units to be
registered hereunder is incorporated herein by reference to the sections
entitled "THE OFFERING" and "DESCRIPTION OF SECURITIES" in the prospectus
forming a part of the registrant's registration statement on Form SB-2 as filed
on August 13, 1999 with the Securities and Exchange Commission and as
subsequently amended (the "Registration Statement on Form SB-2"), pursuant to
the Securities Act of 1933.
Item 2. Exhibits.
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The following exhibits are filed herewith or incorporated herein by reference:
3.1 Certificate of Incorporation of the registrant (incorporated
herein by reference to Exhibit 3.1 to the Registration
Statement on Form SB-2).
3.2 Certificate of Amendment to Certificate of Incorporation of
the registrant (incorporated herein by reference to Exhibit
3.2 to the Registration Statement on Form SB-2).
3.3 Certificate of Amendment to Certificate of Incorporation of
the registrant (incorporated herein by reference to Exhibit
3.3 to the Registration Statement on Form SB-2).
3.4 Certificate for Renewal and Revival of Certificate of
Incorporation of the registrant (incorporated herein by
reference to Exhibit 3.4 to the Registration Statement on Form
SB-2).
3.5 Certificate of Amendment to Certificate of Incorporation of
the registrant (incorporated herein by reference to Exhibit
3.5 to the Registration Statement on Form SB-2).
3.5.1 Certificate of Amendment to Certificate of Incorporation of
the registrant (incorporated herein by reference to Exhibit
3.5.1 to the Registration Statement on Form SB-2).
3.6 Bylaws of the registrant (incorporated herein by reference to
Exhibit 3.6 to the Registration Statement on Form SB-2).
4.1 Form of registrant's common stock certificate (incorporated
herein by reference to Exhibit 4.1 to the Registration
Statement on Form SB-2).
4.2 Form of Warrant Agreement, including form of Series B
Redeemable Common Stock Purchase Warrant (incorporated herein
by reference to Exhibit 4.2 to the Registration Statement on
Form SB-2).
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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, thereunto duly authorized.
ACTIVEWORLDS.COM, INC.
/s/ RICHARD F. NOLL
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Richard F. Noll, President
Date: April 11, 2000
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