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
HOTEL RESERVATIONS NETWORK, INC.
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(Exact name of registrant as specified in its charter)
Delaware 75-2817683
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(State of incorporation) (I.R.S. Employer Identification No.)
8140 Walnut Hill Lane, Suite 203
Dallas, Texas 75231
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act: None
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 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:
333-90601
Securities to be registered pursuant to Section 12(g) of the Act:
Title of class
to be registered
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Class A Common Stock,
par value $.01 per share
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
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The information required by this Item 1 is incorporated by
reference to the information set forth under "Description of
Capital Stock" in the registrant's Registration Statement on
Form S-1 (File No. 333-90601) under the Securities Act of
1933, as amended, as filed with the Securities and Exchange
Commission on November 9, 1999, and as amended (the
"Registration Statement"). Such information also will appear
in the registrant's prospectus that forms a part of the
Registration Statement, and such prospectus is incorporated by
reference.
Item 2. Exhibits.
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All of the following exhibits have been, or will be, filed as
exhibits to the Registration Statement, and are hereby
incorporated by reference.
Exhibit Number Description of Exhibit
-------------- ----------------------
3.1 Amended Certificate of
Incorporation (as currently in
effect)
3.2 Form of Restated Certificate of
Incorporation (to be effective
immediately prior to the
consummation of this offering)
3.3 Form of Restated Bylaws
4.1 Specimen class A common stock
certificate
<PAGE>
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.
HOTEL RESERVATIONS NETWORK, INC.
February 16, 2000 By: /s/ Thomas Kuhn
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Name: Thomas Kuhn
Title: Vice President
<PAGE>
Index to Exhibits
Exhibit Number Description of Exhibit
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3.1 Amended Certificate of Incorporation (as
currently in effect)
3.2 Form of Restated Certificate of Incorporation (to
be effective immediately prior to the
consummation of this offering)
3.3 Form of Restated Bylaws
4.1 Specimen class A common stock certificate
