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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 (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMERICA ONLINE LATIN AMERICA, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 65-0963212
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
6600 N. ANDREWS AVENUE, SUITE 500, FORT LAUDERDALE, FL 33309
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(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), please check the following box. [X]
Securities Act registration statement file number to which this form relates:
333-95051
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 STOCK, $0.01 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 incorporates herein by reference the description of the
Common Stock to be registered hereunder contained in the section entitled
"Description of Capital Stock" of the Prospectus included in the Registrant's
Registration Statement on Form S-1 (Registration No. 333-95051) filed by the
Registrant with the Securities and Exchange Commission on January 20, 2000, as
the same has and may be subsequently amended by amendments and, to the extent
applicable, such portions of any prospectus relating to such Registration
Statement filed pursuant to Rule 424(b) under the Securities Act of 1933, as
amended (collectively, the "Registration Statement").
ITEM 2. EXHIBITS.
The following exhibits are filed herewith (or incorporated by reference as
indicated below):
1. Restated Certificate of Incorporation of America Online Latin America, Inc.
to be effective upon completion of the initial public offering (included as
Exhibit 3.1 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-95051), and incorporated herein by reference).
2. Restated By-laws of America Online Latin America, Inc. to be effective upon
completion of the initial public offering (included as Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1 (Registration No.
333-95051), and incorporated herein by reference).
3. Form of class A Common Stock Certificate to be effective upon completion of
the initial public offering (included as Exhibit 4.1 to the Registrant's
Registration Statement on Form S-1 (Registration No. 333-95051), and
incorporated herein by reference).
4. Form of Registration Rights and Stockholders' Agreement by and among America
Online Latin America, Inc., Banco Itau S.A. and Banco Banerj S.A., dated as
of _______, 2000 to be effective upon completion of the initial public
offering (included as Exhibit 10.15 to the Registrant's Registration
Statement on Form S-1 (Registration No. 333-95051), and incorporated herein
by reference).
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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.
AMERICA ONLINE LATIN AMERICA, INC.
Dated: July 27, 2000 By: /s/ Charles M. Herington
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Charles M. Herington
President and Chief Executive Officer
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