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As filed with the Securities and Exchange Commission on November 2, 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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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NBC INTERNET, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 94-3333463
(State of Incorporation or Organization) (I.R.S. Employer
Identification Number)
300 MONTGOMERY STREET
SUITE 300
SAN FRANCISCO, CALIFORNIA 94104
(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), please 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), please check the following box _X_
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM
RELATES: 333-82639
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS TO BE REGISTERED EACH CLASS IS TO BE REGISTERED
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Not Applicable Not Applicable
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Class A Common Stock
$.0001 Par Value
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Incorporated herein by reference to the Registrant's
Registration Statement on Form S-4 (File No. 333-82639, as amended) (the
"Registration Statement").
ITEM 2. EXHIBITS.
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EXHIBIT DESCRIPTION
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3.1 Certificate of Incorporation of the Registrant. Incorporated
herein by reference to Exhibit 3.1 to the Registration
Statement.
3.2 Certificate of Amendment of Certificate of Incorporation of
the Registrant. Incorporated herein by reference to Exhibit
3.2 to the Registration Statement.
3.3 Form of Restated Certificate of Incorporation of the
Registrant to become effective upon the closing of the
transactions set forth in the Registration Statement.
Incorporated herein by reference to Exhibit 3.3 to the
Registration Statement.
3.4 Bylaws of the Registrant. Incorporated herein by reference
to Exhibit 3.4 to the Registration Statement.
3.5 Form of Amended and Restated Bylaws of the Registrant to
become effective upon the closing of the transactions set
forth in the Registration Statement. Incorporated herein by
reference to Exhibit 3.5 to the Registration Statement.
4.2 Specimen of Stock certificate of the Registrant.
Incorporated herein by reference to Exhibit 4.2 to the
Registration Statement.
10.5 Form of Governance and Investor Rights Agreement between the
Registrant and National Broadcasting Company, Inc.
Incorporated herein by reference to Exhibit 10.5 to the
Registration Statement.
10.6 Form of Standstill Agreement between the Registrant and
CNET, Inc. Incorporated herein by reference to Exhibit 10.6
to the Registration Statement.
10.10 Form of Voting and Right of First Offer Agreement between
National Broadcasting Company, Inc. and CNET, Inc.
Incorporated by reference to Exhibit 10.10 to the
Registration Statement.
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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: November 2, 1999
NBC INTERNET, INC.
By: /s/ John Harbottle
_______________________
John Harbottle
Chief Financial Officer,
Executive Vice President,
Finance, Secretary and
Treasurer
