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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 12(g) OF
THE SECURITIES EXCHANGE ACT OF l934
Snowball.com, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 94-3316902
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
250 Executive Park Blvd., Suite 4000
San Francisco, California 94134
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration If this Form relates to the
of a class of securities pursuant to of registration of a class of
Section 12(b) the Exchange Act and is securities pursuant to Section
effective pursuant to General 12(g) of the Exchange Act and
Instruction A.(c), check the following is effective pursuant to
box. [_] General Instruction A.(d),
check the following box. [X]
Securities Act registration statement file number to which this form relates:
333-93487
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Securities to be registered pursuant to Section 12(b) of the Act:
None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 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 description of the common stock of Registrant set forth under the
caption "Description of Capital Stock" in Registrant's Registration Statement on
Form S-1 (File No. 333-93487) as originally filed with the Securities and
Exchange Commission on December 23, 1999, or as subsequently amended (the
"Registration Statement"), and in the prospectus included in the Registration
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Statement, is hereby incorporated by reference in response to this item.
Item 2. Exhibits.
The following exhibits are filed herewith or incorporated herein by
reference:
Exhibit
Number Exhibit Title or Description
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3.01 Registrant's Amended and Restated
Certificate of Incorporation (incorporated
by reference to Exhibit 3.01 to the
Registration Statement).
3.02 Registrant's Amended and Restated
Certificate of Incorporation (to be filed
immediately after the closing of this
offering) (incorporated by reference to
Exhibit 3.02 to the Registration Statement).
3.03 Registrant's Bylaws (incorporated by
reference to Exhibit 3.03 to the
Registration Statement).
3.04 Registrant's Amended and Restated Bylaws (to
be adopted prior to the closing of this
offering with an effective date immediately
following this offering) (incorporated by
reference to Exhibit 3.04 to the
Registration Statement).
4.01 Form of Specimen Certificate for
Registrant's common stock (incorporated by
reference to Exhibit 4.01 to the
Registration Statement).
4.02 Amended and Restated Investor Rights
Agreement, dated as of December 20, 1999
(incorporated by reference to Exhibit 4.02
of the Registration Statement).
99.01 The description of Registrant's common stock
set forth under the caption "Description of
Capital Stock" in the prospectus included in
the 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, thereunto duly authorized.
Dated: January 25, 2000 Snowball.com, Inc.
By: /s/ James R. Tolonen
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James R. Tolonen
Chief Financial Officer and Chief
Operating Officer
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Index to Exhibits
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Exhibit
Number Exhibit Title or Description
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3.01 Registrant's Amended and Restated
Certificate of Incorporation (incorporated
by reference to Exhibit 3.01 to the
Registration Statement).
3.02 Registrant's Amended and Restated
Certificate of Incorporation (to be filed
immediately after the closing of this
offering) (incorporated by reference to
Exhibit 3.02 to the Registration Statement).
3.03 Registrant's Bylaws (incorporated by
reference to Exhibit 3.03 to the
Registration Statement).
3.04 Registrant's Amended and Restated Bylaws (to
be adopted prior to the closing of this
offering with an effective date immediately
following this offering) (incorporated by
reference to Exhibit 3.04 to the
Registration Statement).
4.01 Form of Specimen Certificate for
Registrant's common stock (incorporated by
reference to Exhibit 4.01 to the
Registration Statement).
4.02 Amended and Restated Investor Rights
Agreement, dated as of December 20, 1999
(incorporated by reference to Exhibit 4.02
of the Registration Statement).
99.01 The description of Registrant's common stock
set forth under the caption "Description of
Capital Stock" in the prospectus included in
the Registration Statement.
