<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
The Lightspan Partnership, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 33-0585210
- ---------------------------------------- ------------------------------------
(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
10140 Campus Point Drive, San Diego, CA 92121
---------------------------------------- ----------
(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 upon filing 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 333-90103
file number to which this form relates: --------------
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to Name of Each Exchange on Which
be so Registered Each Class is to be Registered
None
---------------------- ------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
----------------------------------------
(Title of class)
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Incorporated by reference to the section entitled "Description of Capital Stock"
beginning on page 72 of the preliminary prospectus contained in Registrant's
Amendment No. 3 to Registration Statement on Form S-1 filed with the Commission
on January 21, 2000 (No. 333-90103), as amended.
ITEM 2. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
1. Specimen Common Stock Certificate.(1)
2. Registrant's Restated Certificate of Incorporation, as currently in
effect.(2)
3. Registrant's Restated Certificate of Incorporation, to be filed and
become effective immediately following the closing of the
offering.(3)
4. Registrant's Bylaws.(4)
- ---------------------------
(1) Filed with the Securities and Exchange Commission as exhibit 4.2 to
Registrant's Form S-1 Registration Statement, No. 333-90103, as amended,
and incorporated herein by reference.
(2) Filed with the Securities and Exchange Commission as exhibit 3.3 to
Registrant's Form S-1 Registration Statement, No. 333-90103, as amended,
incorporated herein by reference.
(3) Filed with the Securities and Exchange Commission as exhibit 3.5 to
Registrant's Form S-1 Registration Statement, No. 333-90103, as amended,
incorporated herein by reference.
(4) Filed with the Securities and Exchange Commission as exhibit 3.4 to
Registrant's Form S-1 Registration Statement, No. 333-90103, as amended,
incorporated herein by reference.
</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.
THE LIGHTSPAN PARTNERSHIP, INC.
(Registrant)
Date: February 4, 2000 By: /s/ Carl Zeiger
------------------------------
Carl Zeiger
PRESIDENT AND CHIEF OPERATING OFFICER
