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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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HARRIS INTERACTIVE INC.
(Exact name of registrant as specified in its charter)
Delaware 16-1538028
(State of incorporation or organization) (I.R.S. Employer Identification No.)
135 Corporate Woods, Rochester, New York 14623
(Address, including zip code of registrant's principal 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: 333-87311 (if applicable).
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 None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
par value $.001 per share
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(Title of class)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Registrant's common stock, par value $.001
per share (the "Common Stock"), as included under the caption "Description of
Capital Stock" in the Prospectus forming a part of the Registrant's Registration
Statement on Form S-1, filed with the Securities and Exchange Commission (the
"Commission") on September 17, 1999, Registration Number 333-87311, including
exhibits, as may be amended (the "Registration Statement"), is hereby
incorporated by reference. Capitalized terms used herein and not otherwise
defined have the meanings assigned to them in the Registration Statement.
Item 2. EXHIBITS.
1. The text entitled "Description of Capital Stock" as set forth in
the Prospectus forming a part of Registrant's Registration
Statement on Form S-1 (Registration No. 333-87311), as amended,
is hereby incorporated by reference.
The following additional exhibits have been or will be filed as
exhibits to the Registrant's Registration Statement on Form S-1 (Registration
No. 333-87311), as amended, and are hereby incorporated or deemed to be
incorporated herein by reference.
2. Amended and Restated Certificate of Incorporation of the
Registrant (incorporated herein by reference to Exhibit 3.1 to
the Registrant's Registration Statement on Form S-1 (Registration
Number 333-87311)), as amended.
3. Form of Amended and Restated Certificate of Incorporation of the
Registrant (incorporated herein by reference to Exhibit 3.2 to
the Registrant's Registration Statement on Form S-1 (Registration
Number 333-87311)), as amended.
4. Bylaws of the Registrant, (incorporated herein by reference to
Exhibit 3.3 to the Registrant's Registration Statement on Form
S-1 (Registration Number 333-87311)), as amended.
5. Specimen Certificate of Common Stock of Registrant (incorporated
herein by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-1 (Registration Number
333-87311)), as amended.
6. Registration Agreement dated July 7, 1998 among the Registrant,
Brinson Venture Capital Fund III, L.P., Brinson Map Venture
Capital Fund III Trust and The Virginia Retirement System
(incorporated herein by reference to Exhibit 10.8 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-87311)), as amended.
7. Form of Lock-up Agreement (incorporated herein by reference to
Exhibit 10.10 to the Registrant's Registration Statement on Form
S-1 (Registration No. 333- 87311)), as amended.
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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: October 7, 1999 HARRIS INTERACTIVE INC.
By: /s/ Bruce A. Newman
_________________________
Bruce A. Newman
Chief Financial Officer
