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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ASHFORD.COM, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 76-0565398
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(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. Employer
Identification Number)
3800 Buffalo Speedway, Suite 400
Houston, Texas 77098
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box.
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box.
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
Not Applicable Not Applicable
- ------------------------------ -------------------------------------
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $0.001 PAR VALUE
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(TITLE OF CLASS)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Incorporated herein by reference to the Description of Capital
Stock section of the Company's Registration Statement on Form S-1 (File No.
333-82759).
ITEM 2. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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1.1 Specimen Common Stock certificate - incorporated herein by
reference to Exhibit 4.2 to Amendment No. 1 to the Company's
Registration Statement on Form S-1 (File No. 333-82759).
2.1 Certificate of Incorporation of Registrant, as amended to date
- incorporated herein by reference to Exhibit 3.1 to Amendment
No. 1 to the Company's Registration Statement on Form S-1
(File No. 333-82759).
2.2 Form of Amended and Restated Certificate of Incorporation of
Registrant to be filed upon the closing of the Registrant's
initial public offering incorporated herein by reference to
Exhibit 3.2 to Amendment No. 1 to the Company's Registration
Statement on Form S-1 (File No. 333-82759).
2.3 Bylaws of Registrant - incorporated herein by reference to
Exhibit 3.3 to Amendment No. 1 to the Company's Registration
Statement on Form S-1 (File No. 333-82759).
2.4 Form of Bylaws of Registrant to be filed upon the closing of
the Registrant's initial public offering - incorporated herein
by reference to Exhibit 3.4 to Amendment No. 1 to the
Company's Registration Statement on Form S-1 (File No.
333-82759).
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, thereto duly authorized.
ASHFORD.COM, INC.
Date: September 16, 1999 By: /s/ Kenneth E. Kurtzman
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Kenneth E. Kurtzman
Chief Executive Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
1.1 Specimen Common Stock certificate - incorporated herein by
reference to Exhibit 4.2 to Amendment No. 1 to the Company's
Registration Statement on Form S-1 (File No. 333-82759).
2.1 Certificate of Incorporation of Registrant, as amended to date
- incorporated herein by reference to Exhibit 3.1 to Amendment
No. 1 to the Company's Registration Statement on Form S-1
(File No. 333-82759).
2.2 Form of Amended and Restated Certificate of Incorporation of
Registrant to be filed upon the closing of the Registrant's
initial public offering incorporated herein by reference to
Exhibit 3.2 to Amendment No. 1 to the Company's Registration
Statement on Form S-1 (File No. 333-82759).
2.3 Bylaws of Registrant - incorporated herein by reference to
Exhibit 3.3 to Amendment No. 1 to the Company's Registration
Statement on Form S-1 (File No. 333-82759).
2.4 Form of Bylaws of Registrant to be filed upon the closing of
the Registrant's initial public offering - incorporated herein
by reference to Exhibit 3.4 to Amendment No. 1 to the
Company's Registration Statement on Form S-1 (File No.
333-82759).
</TABLE>
