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Total Number of Pages -- 4
Index to Exhibits at Page -- 4
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
PETS.COM, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 95-4730753
(State of incorporation or organization) (IRS Employer
Identification No.)
435 BRANNAN STREET, SUITE 100
SAN FRANCISCO, CA 94107
(Address of principal executive offices) (Zip Code)
If this form relates to the registration If this form relates to the registration
of a class of securities pursuant to of a class of securities pursuant to
Section 12(b) of the Exchange Act and is Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction effective pursuant to General Instruction
A.(c), check the following box. [ ] A.(d), check the following box. [X]
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Securities Act registration statement file number to which this form relates:
333-92433 (if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
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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, PAR VALUE $0.00125
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
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. 333-92433) (the "Form S-1 Registration Statement"), which
was originally filed with the Securities and Exchange Commission by the
Registrant on December 9, 1999 and subsequently amended on January 21, 2000 and
February __, 2000.
Item 2. Exhibits
The following exhibits are filed as a part of this Registration Statement:
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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 Fifth Amended and Restated Articles of Incorporation, as currently in
effect --incorporated herein by reference to Exhibit 3.1 to the Form
S-1 Registration Statement.
2.2 Form of First Amended and Restated Certificate of Incorporation to in
effect immediately prior to the closing of the offering for which the
Registrant is seeking registration on the Form S-1 Registration
Statement -- incorporated herein by reference to Exhibit 3.2 to the
Form S-1 Registration Statement.
2.3 Bylaws, as amended, as currently in effect -- incorporated herein by
reference to Exhibit 3.3 to the Form S-1 Registration Statement.
2.4 Form of Bylaws to be in effect immediately prior to the closing of the
offering for which the Registrant is seeking registration on the Form
S-1 Registrant Statement --incorporated herein by reference to Exhibit
3.4 to the Form S-1 Registration Statement.
2.5 Amended and Restated Investor's Rights Agreement dated January 18,
2000 between the Registrant and certain holders of the Registrant's
securities -- incorporated herein by reference to Exhibit 10.24 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: February __, 2000 PETS.COM, INC.
By: /s/ Christopher E. Deyo
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Christopher E. Deyo, President
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INDEX TO EXHIBITS
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Sequentially
Exhibit No. Description Numbered page
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1. Specimen certificate for Registrant's Common Stock -- Incorporated
incorporated herein by reference to Exhibit 4.1 to the by reference
Form S-1 Registration Statement.
2.1 Fifth Amended and Restated Articles of Incorporation, Incorporated
as currently in effect -- incorporated herein by by reference
reference to Exhibit 3.1 to the Form S-1 Registration
Statement.
2.2 Form of First Amended and Restated Certificate of Incorporated
Incorporation to in effect immediately prior to the by reference
closing of the offering for which the Registrant is
seeking registration on the Form S-1 Registration
Statement -- incorporated herein by reference to
Exhibit 3.2 to the Form S-1 Registration Statement.
2.3 Bylaws, as amended, as currently in effect -- Incorporated
incorporated herein by reference to Exhibit 3.3 to the by reference
Form S-1 Registration Statement.
2.4 Form of Bylaws to be in effect immediately prior to Incorporated
the closing of the offering for which the Registrant by reference
is seeking registration on the Form S-1 Registrant
Statement -- incorporated herein by reference to
Exhibit 3.4 to the Form S-1 Registration Statement.
2.5 Amended and Restated Investor's Rights Agreement dated Incorporated
January 18, 2000 between the Registrant and certain by reference
holders of the Registrant's securities -- incorporated
herein by reference to Exhibit 10.24 to the Form S-1
Registration Statement.
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