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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
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EL SITIO, INC.
(Exact name of Registrant as Specified in Its Charter)
BRITISH VIRGIN ISLANDS N/A
(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
AVENIDA BELGRANO 845 N/A
1092 BUENOS AIRES, ARGENTINA (Zip Code)
(Address of Principal Executive Offices)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. /__/ box. / x /
Securities Act registration statement file number to which this form relates:
333-91263
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON SHARES, $.01 PAR VALUE PER SHARE
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Registrant hereby incorporates by reference herein the description
of the Registrant's Common Shares, par value $0.01 per share, appearing under
the caption "Description of Share Capital" in the form of preliminary
prospectus contained in the Registration Statement on Form F-1 (Registration
No. 333-91263) (the "Registration Statement"), as filed with the Securities
and Exchange Commission on November 19, 1999 and as may be amended from time
to time and at the time the Registration Statement is declared effective. Any
form of prospectus that constitutes part of the Registration Statement and is
subsequently filed by the Registrant pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, shall be deemed incorporated by reference
herein.
ITEM 2. EXHIBITS
The Registrant incorporates herein by reference the following Exhibits to
the Registration Statement:
1. Amended and Restated Memorandum of Association of El Sitio, Inc.
(formerly, El Sitio International Corporation), filed as Exhibit 3.1
to the Registration Statement.
2. Amended and Restated Articles of Association of El Sitio, Inc.
(formerly, El Sitio International Corporation), filed as Exhibit 3.2
to the Registration Statement.
3. Amended and Restated Memorandum of Association of El Sitio, Inc.
(formerly, El Sitio International Corporation), filed as Exhibit 3.3
to the Registration Statement (to be filed with the British Virgin
Islands registrar of companies on the closing of the offering
to which the Registration Statement relates).
4. Amended and Restated Articles of Association of El Sitio, Inc.
(formerly, El Sitio International Corporation), filed as Exhibit 3.4
to the Registration Statement (to be filed with the British Virgin
Islands registrar of companies on the closing of the offering
to which the Registration Statement relates).
5. Form of Share Certificate, filed as Exhibit 4.1 to the Registration
Statement.
6. Stock Purchase Agreement, dated June 21, 1999, among El Sitio, Inc.
(formerly, El Sitio International Corporation), Washburn
Enterprises, Inc., Chestnut Hill (El Sitio), LLC and Ibero-American
Media Partners II Ltd., filed as Exhibit 10.1 to the Registration
Statement.
7. Letter Agreement dated February 11, 1999, between TV Azteca, S.A. de
C.V. and El Sitio, Inc. (formerly, El Sitio International
Corporation), filed as Exhibit 10.4 to the Registration Statement.
8. Subscription Agreement, dated August 31, 1999, between TV Azteca,
S.A. de C.V. and El Sitio, Inc. (formerly, El Sitio International
Corporation), filed as Exhibit 10.5 to the Registration Statement.
9. Registration Rights Agreement, dated July 2, 1999, by and among El
Sitio, Inc. (formerly El Sitio International Corporation) and
holders of its Class A Convertible Preferred Stock, filed as Exhibit
10.6 to the Registration Statement.
10. El Sitio International Corporation 1999 Stock Option Plan, filed as
Exhibit 10.7 to the Registration.
11. Amendment No. 1 to the Stock Purchase Agreement, dated July 2, 1999,
among El Sitio, Inc. (formerly, El Sitio International Corporation),
Washburn Enterprises, Inc., Chestnut Hill (El Sitio), LLC and
Ibero-American Media Partners II Ltd., filed as Exhibit 10.12 to the
Registration Statement.
12. Stockholders Agreement, dated July 2, 1999 by and among the
Stockholders of El Sitio International Corporation, filed as Exhibit
10.13 to the Registration Statement.
13. Share Purchase Agreement, dated October 6, 1999, between El Sitio,
Inc. and IMPSAT Corporation,
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filed as Exhibit 10.16 to the Registration Statement.
14. Amendment No. 1 to Registration Rights Agreement, dated October 6,
1999, among El Sitio, Inc. and the holders of its Class A
Convertible Preferred Stock, filed as Exhibit 10.17 to the
Registration Statement.
15. Amendment No. 1 to Stockholders Agreement, dated October 6, 1999, by
and among IAMP (El Sitio) Investments Ltd., Washburn Enterprises,
Inc., GCC Investments, LLC, the Initial Stockholders, and El Sitio,
Inc., filed as Exhibit 10.18 to the Registration Statement.
16. Share Purchase Agreement, dated November 9, 1999, by and among El
Sitio, Inc., Intel Atlantic, Inc., Utilitivest II, L.P. and
Utilitivest III, L.P. (investment funds managed by Latinvest Asset
Management do Brasil), filed as Exhibit 10.22 to the Registration
Statement.
17. Amended and Restated Registration Rights Agreement, dated November
9, 1999, by and among El Sitio, Inc. and the holders of its Class B
Convertible Preferred Stock, filed as Exhibit 10.23 to the
Registration Statement.
18. Amended and Restated Shareholders' Agreement dated November 9, 1999,
by and among El Sitio, Inc. and certain of its shareholders, filed
as Exhibit 10.24 to the Registration Statement.
19. Warrant Acquisition Agreement, dated June 25, 1999, by and between
Bear, Stearns & Co. Inc. and El Sitio, Inc. (formerly, El Sitio
International Corporation), filed as Exhibit 10.25 to the
Registration Statement.
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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.
EL SITIO, INC.
Date: December 3, 1999 By: /s/ HORACIO MILBERG
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Horacio Milberg
Chief Financial Officer
