<PAGE> 1
As filed with the Securities and Exchange Commission on February 9, 2000
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
---------------
ORGANIC, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 94-3258989
(State of Incorporation or Organization) (I.R.S. Employer
Identification Number)
510 THIRD STREET
SAN FRANCISCO, CA 94107
(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), 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), check the following box [X]
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM
RELATES: 333-91627
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS TO BE REGISTERED EACH CLASS IS TO BE REGISTERED
- ------------------------------------ ------------------------------
<S> <C>
Not Applicable Not Applicable
</TABLE>
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock
Par Value $0.0001 Per Share
Series C Preferred Stock Purchase Rights
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Incorporated herein by reference to the Registrant's Registration
Statement on Form S-1 (File No. 333-91627, as amended) (the "Registration
Statement").
ITEM 2. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C>
3.1 Amended and Restated Certificate of
Incorporation of the Registrant. Incorporated
herein by reference to Exhibit 3.1 to the
Registrant's Registration Statement.
3.2 Amended and Restated Bylaws of the
Registrant. Incorporated herein by reference
to Exhibit 3.2.
4.2 Specimen stock certificate of the Registrant.
Incorporated herein by reference to Exhibit
4.2 to the Registrant's Registration
Statement.
4.3 Form of Rights Agreement between the
Registrant and EquiServe Trust Company, as
Rights Agent. Incorporated herein by
reference to Exhibit 4.3 to the Registrant's
Registration Statement.
4.4 Investors' Rights Agreement, dated as of
February 8, 2000, by and among the
Registrant, Organic Holdings, Inc. and
Omnicom Group Inc. Incorporated herein by
reference to Exhibit 4.4 to the Registrant's
Registration Statement.
</TABLE>
<PAGE> 3
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: February 9, 2000
ORGANIC, INC.
By: /s/ Margaret Maxwell Zagel
----------------------------------------
Margaret Maxwell Zagel
Vice President, Chief Legal
and Administrative Officer
and Secretary
