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As filed with the Securities and Exchange Commission on March 3, 2000
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
HOMEGROCER.COM, INC.
(Exact name of registrant as specified in its charter)
Delaware 91-1863408
(State of incorporation or organization) (IRS Employer
Identification No.)
10230 NE Points Drive 98033-7879
Kirkland, WA (Zip Code)
(Address of principal executive offices)
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<S> <C>
If this form relates to the registration of a If this form relates to the registration
class of securities pursuant to Section 12(b) of a class of securities pursuant to
of the Exchange Act and is effective pursuant Section 12(g) of the Exchange Act and is
to General Instruction A.(c), check the effective pursuant to General
following box. [ ] Instruction A.(d), check the following
box. [X]
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Securities Act registration statement file number to which this form relates:
__________ (if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
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<CAPTION>
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
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Securities to be registered pursuant to Section 12(g) of the Act:
Common stock, no 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
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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 filed via EDGAR on December 17, 1999 (SEC File No. 333-93015), as
subsequently amended (the "Form S-1 Registration Statement").
Item 2. Exhibits
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The following exhibits are filed as a part of this Registration
Statement:
1.1 Specimen certificate for Registrant's Common Stock --
incorporated herein by reference to Exhibit 4.1 to the Form
S-1 Registration Statement.
2.1 Restated Certificate of Incorporation -- incorporated herein
by reference to Exhibit 3.1 to the Form S-1 Registration
Statement.
2.2 Amended and Restated Articles of Incorporation--
incorporated herein by reference to Exhibit 3.2 to the Form
S-1 Registration Statement.
2.3 Form of Second Amended and Restated Articles of
Incorporation to be filed with the Washington Secretary of
State upon the Registrant's reincorporation in Washington --
incorporated herein by reference to Exhibit 3.3 to the Form
S-1 Registration Statement.
2.4 Bylaws (Delaware) -- incorporated herein by reference to
Exhibit 3.4 to the Form S-1 Registration Statement.
2.5 Bylaws (Washington) -- incorporated herein by reference to
Exhibit 3.5 to the Form S-1 Registration Statement.
2.6 Third Amended and Restated Investor Rights Agreement dated
September 30, 1999 between the Registrant and certain
holders of the Registrant's securities -- incorporated
herein by reference to Exhibit 4.2 to the Form S-1
Registration Statement.
2.7 Warrant Agreement to purchase Series C Preferred Stock dated
November 9, 1998 issued by HomeGrocer.com in favor of
Comdisco, Inc. -- incorporated herein by reference to
Exhibit 4.3 to the Form S-1 Registration Statement.
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2.8 Warrant Agreement to purchase Series D Preferred Stock dated
September 15, 1999 issued by HomeGrocer.com in favor of
Comdisco, Inc. -- incorporated herein by reference to
Exhibit 4.4 to the Form S-1 Registration Statement.
2.9 Form of Common Stock Purchase Warrant issued by
HomeGrocer.com to certain lenders -- incorporated herein by
reference to Exhibit 4.5 to the Form S-1 Registration
Statement.
2.10 Form of Common Stock Warrant Certificate issued by
HomeGrocer.com in connection with its preferred stock
financings -- incorporated herein by reference to Exhibit
4.6 to the Form S-1 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.
Date:March 3, 2000 HOMEGROCER.COM, INC.
By: /s/ Kristin H. Stred
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Kristin H. Stred, Senior Vice
President, General Counsel and
Secretary
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INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
1.1 Specimen certificate for Registrant's Common Stock --incorporated
herein by reference to Exhibit 4.1 to the Form S-1 Registration
Statement.
2.1 Restated Certificate of Incorporation -- incorporated herein by
reference to Exhibit 3.1 to the Form S-1 Registration Statement.
2.2 Amended and Restated Articles of Incorporation--incorporated
herein by reference to Exhibit 3.2 to the Form S-1 Registration
Statement.
2.3 Form of Second Amended and Restated Articles of Incorporation to
be filed with the Washington Secretary of State upon the
Registrant's reincorporation in Washington --incorporated herein
by reference to Exhibit 3.3 to the Form S-1 Registration
Statement.
2.4 Bylaws (Delaware) -- incorporated herein by reference to Exhibit
3.4 to the Form S-1 Registration Statement.
2.5 Bylaws (Washington) -- incorporated herein by reference to
Exhibit 3.5 to the Form S-1 Registration Statement.
2.6 Third Amended and Restated Investor Rights Agreement dated
September 30, 1999 between the Registrant and certain holders of
the Registrant's securities -- incorporated herein by reference
to Exhibit 4.2 to the Form S-1 Registration Statement.
2.7 Warrant Agreement to purchase Series C Preferred Stock dated
November 9, 1998 issued by HomeGrocer.com in favor of Comdisco,
Inc. -- incorporated herein by reference to Exhibit 4.3 to the
Form S-1 Registration Statement.
2.8 Warrant Agreement to purchase Series D Preferred Stock dated
September 15, 1999 issued by HomeGrocer.com in favor of Comdisco,
Inc. -- incorporated herein by reference to Exhibit 4.4 to the
Form S-1 Registration Statement.
2.9 Form of Common Stock Purchase Warrant issued by HomeGrocer.com to
certain lenders -- incorporated herein by reference to Exhibit
4.5 to the Form S-1 Registration Statement.
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2.10 Form of Common Stock Warrant Certificate issued by HomeGrocer.com
in connection with its preferred stock financings -- incorporated
herein by reference to Exhibit 4.6 to the Form S-1 Registration
Statement.
