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As filed with the Securities and Exchange Commission on October 6, 1999
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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HEALTHCENTRAL.COM
(Exact name of registrant as specified in its charter)
Delaware 94-3250851
(State of incorporation or organization) (IRS Employer
Identification No.)
6001 Shellmound Street, Suite 800, Emeryville, CA 94608
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of securities
securities pursuant to Section pursuant to Section 12(g) of the
12(b)of the Exchange Act and is Exchange Act and is effective pursuant
effective pursuant to General to General Instruction A.(d), check
Instruction A.(c), check the the following box. [X]
following box. [_]
Securities Act registration statement file number to which this form relates:
333-88019
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 $0.001
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
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Incorporated by reference to the information set forth under the caption
"Description of Capital Stock" in the Registrant's Registration Statement on
Form S-1 (SEC File No. 333-88019) (the "Form S-1 Registration Statement").
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Item 2. Exhibits
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The following exhibits are filed as a part of this Registration
Statement:
1. Second Amended and Restated Articles of Incorporation of the
Registrant (current) -- incorporated herein by reference to
Exhibit 3.1 to the Form S-1 Registration Statement.
2. Amended and Restated Certificate of Incorporation of the
Registrant (as proposed for reincorporation in Delaware) --
incorporated herein by reference to Exhibit 3.2 to the Form
S-1 Registration Statement.
3. Amended and Restated Certificate of Incorporation of the
Registrant (as proposed for public company) -- incorporated
herein by reference to Exhibit 3.3 to the Form S-1
Registration Statement.
4. Bylaws of the Registrant, as amended -- incorporated herein
by reference to Exhibit 3.4 to the Form S-1 Registration
Statement.
5. Amended and Restated Bylaws of the Registrant --
incorporated herein by reference to Exhibit 3.5 to the Form
S-1 Registration Statement.
6.* Specimen Stock Certificate -- incorporated herein by
reference to Exhibit 4.1 to the Form S-1 Registration
Statement.
7. First Amended and Restated Investors' Rights Agreement dated
August 27, 1999 between the Registrant and certain investors
-- incorporated herein by reference to Exhibit 10.1 to the
Form S-1 Registration Statement.
* To be filed by amendment.
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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.
Date: October 6, 1999 HEALTHCENTRAL.COM
By: /s/ C. Fred Toney
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C. Fred Toney, Senior Vice President
and Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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1. Second Amended and Restated Articles of Incorporation of the
Registrant (current) -- incorporated herein by reference to
Exhibit 3.1 to the Form S-1 Registration Statement.
2. Amended and Restated Certificate of Incorporation of the
Registrant (as proposed for reincorporation in Delaware) --
incorporated herein by reference to Exhibit 3.2 to the Form S-1
Registration Statement.
3. Amended and Restated Certificate of Incorporation of the
Registrant (as proposed for public company) -- incorporated
herein by reference to Exhibit 3.3 to the Form S-1 Registration
Statement.
4. Bylaws of the Registrant, as amended -- incorporated herein by
reference to Exhibit 3.4 to the Form S-1 Registration Statement.
5. Amended and Restated Bylaws of the Registrant -- incorporated
herein by reference to Exhibit 3.5 to the Form S-1 Registration
Statement.
6.* Specimen Stock Certificate -- incorporated herein by reference
to Exhibit 4.1 to the Form S-1 Registration Statement.
7. First Amended and Restated Investors' Rights Agreement dated
August 27, 1999 between the Registrant and certain investors --
incorporated herein by reference to Exhibit 10.1 to the Form S-1
Registration Statement.
* To be filed by amendment.
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