SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
CATALOG.COM, INC.
____________________________________________________________________________
(Exact name of registrant as specified in its charter)
Oklahoma 73-1490346
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(State of incorporation or organization) (IRS Employer Identification No.)
14000 Quail Springs Parkway, Suite 3600, Oklahoma City, Oklahoma 73134
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(Address of principal executive offices) (Zip Code)
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
Units, each unit consisting of four The American Stock Exchange
shares of Common Stock and
two warrants, each warrant to
purchase one share of Common
Stock(1)
Common Stock, $.01 par value The American Stock Exchange
Common Stock Purchase Warrants The American Stock Exchange
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(1) The Common Stock and Warrants will trade only as a unit until 30 days
following the completion of this offering.
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. [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), please check the following box. [ ]
Securities Act registration statement file number to which this form
relates: 333-37932
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
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The description of the Registrant's securities registered hereby is
incorporated by reference to the description set forth under the heading
"Description of Securities" in the Registrant's Registration Statement on
Form SB-2 (SEC File No. 333-37932), as filed with the Securities and
Exchange Commission (the "Commission") on May 26, 2000, as amended by
Amendment No. 1 to Form SB-2 filed with the Commission under the Act on
July 21, 2000, and as amended by Amendment No. 2 to Form SB-2 filed with the
Commission under the Act on September 6, 2000, and as amended by Amendment
No. 3 to Form SB-2 filed with the Commission under the Act on October 13,
2000, and as amended by Amendment No. 4 filed with the Commission on
November 6, 2000, and further amended by any amendments to such Registration
Statement filed subsequent thereto and any form of prospectus filed pursuant
to Rule 424(b) under the Securities Act of 1933, as amended.
Item 2. Exhibits. The following exhibits are filed herewith:
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1. Form of Amended and Restated Certificate of Incorporation
(incorporated by reference from Exhibit 3.1 to the Registrant's
Registration Statement on Form SB-2).
2. Amended and Restated Bylaws (incorporated by reference from
Exhibit 3.2 to the Registrant's Registration Statement on
Form SB-2).
3. Specimen common stock certificate (incorporated by reference
from Exhibit 4.1 to the Registrant's Registration Statement on
Form SB-2).
4. Form of Lock-up Agreement (incorporated by reference from
Exhibit 10.6 to the Registrant's Registration Statement on
Form SB-2).
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.
Dated: November 8, 2000.
CATALOG.COM, INC.
By: /s/ Robert W. Crull
________________________________________
Robert W. Crull,
President and Chief Executive Officer
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