<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
eMerge Interactive, Inc.
-----------------------------------------------
(Exact name of registrant specified in Charter)
Delaware 65-0534535
-----------------------------------------------
(State or other (IRS Employee
jurisdiction of Identification No.)
incorporation)
10315 102nd Terrace
Sebastian, Florida 32958
-----------------------------------------------
(Address of principal Zip Code
executive offices)
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: 333-89815
----------
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:
Class A Common Stock, par value $.008
-------------------------------------
(Title of class)
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered
The Registrant is registering shares of Class A Common Stock, par value
$0.008 per share, pursuant to a Registration Statement on Form S-1 (File No.
333-89815) that was filed with the Securities and Exchange Commission on October
27, 1999 (the "Registration Statement"). Reference is made to the sections
entitled "Prospectus Summary--The Offering" and "Description of Capital Stock"
in the prospectus forming a part of the Registration Statement, and all
amendments to the Registration Statement subsequently filed with the Commission,
including any prospectus relating thereto filed subsequently pursuant to Rule
424 of the Securities Act of 1933, as amended. Such Registration Statement and
all amendments to the Registration Statement are hereby deemed to be
incorporated by reference into this Registration Statement in accordance with
the Instruction to Item 1 of this Form.
Item 2. Exhibits.
3.1 Amended and Restated Articles of Incorporation of the Registrant
(Incorporated by reference to Exhibit 3.1 to the Registration Statement
on Form S-1 (File No. 333-89815) of the Registrant, as amended).
3.2 Amended and Restated Bylaws of the Registrant (Incorporated by
reference to Exhibit 3.2 to the Registration Statement on Form S-1
(File No. 333-89815) of the Registrant, as amended).
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
EMERGE INTERACTIVE, INC.
By: /s/ Michael Janney
--------------------------------
Name: T. Michael Janney
Dated: January 20, 2000 Title: Chief Financial Officer
3
