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FORM 8-A
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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
SmarterKids.com, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 06-1364380
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(State of incorporation or organization) (IRS Employer
Identification No.)
200 Highland Avenue, Needham, Massachusetts 02494
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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), 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]
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Securities Act registration statement file number to which this form relates: 333-86787
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(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 which
to be so registered each class is to be registered
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None N/A
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
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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, $.01 par value per share, of
SmarterKids.com, Inc. ("SmarterKids.com") is contained under the caption
"Description of Securities" in SmarterKids.com's Registration Statement on Form
S-1 (File No. 333-86787), as filed with the Securities and Exchange Commission
on October 19, 1999, as amended, pursuant to the Securities Act of 1933, as
amended (the "Registration Statement"), and such information is incorporated
herein by reference.
Item 2. Exhibits
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Exhibit No. Exhibit
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1 Form of Second Amended and Restated Certificate of Incorporation
of SmarterKids.com to be filed with the Secretary of State of
Delaware and effective upon the effectiveness of the
registration statement (incorporated herein by reference to
Exhibit 3.2 to the Registration Statement).
2 Form of Amendment to the Second Amended and Restated Certificate
of Incorporation of SmarterKids.com to be filed with the
Secretary of State of Delaware and effective upon the closing of
the offering (incorporated herein by reference to Exhibit 3.3 to
the Registration Statement).
3 Form of Second Amended and Restated By-laws of SmarterKids.com
to be effective upon the effectiveness of the offering
(incorporated herein by reference to Exhibit 3.5 to the
Registration Statement).
4 Specimen certificate for shares of SmarterKids.com's common
stock (incorporated herein by reference to Exhibit 4.4 to the
Registration Statement).
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SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, SmarterKids.com has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
SMARTERKIDS.COM, INC.
By: /s/ Robert Cahill
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Robert Cahill
Vice President, Finance
Date: October 19, 1999
