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FORM 8-A
UNITED STATES
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
DigitalWork.com, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 52-2089673
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(State of incorporation or organization) (I.R.S. employer Identification No.)
230 West Monroe Street, Suite 1950 Chicago, Illinois 60606
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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 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), check the following box. [X]
Securities Act registration statement file number to which this form relates:
333-95895 (if applicable)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
To be so registered each class is to be registered
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.005 par value per share
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(Title of class)
Preferred Stock Purchase Rights
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The Registrant incorporates by reference herein the information set forth
under the caption "Description of Capital Stock -- Common Stock" and "--Rights
Plan" set forth in its preliminary prospectus dated March 27, 2000, and included
in Amendment No. 2 to its Registration Statement on From S-1 (Registration No.
333-95895), filed with the Securities and Exchange Commission on March 27, 2000
which information is qualified in its entirety by reference to the Registrant's
Amended and Restated Certificate of Incorporation and By-Laws, each of which is
attached thereto as an exhibit. The section "Description of Capital Stock -
Common Stock," will be included in a form of prospectus that subsequently will
be filed by the Registrant pursuant to Rule 424(b) of the Securities Act of
1933, as amended, and shall be deemed incorporated by reference into this
registration statement.
Item 2. Exhibits.
3.1 Second Amended and Restated Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 3.1 to the Registration Statement on
From S-1 (File No. 333-95895) of the Registrant, as amended).
3.2 By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 to the
Registration Statement on Form S-1 (File No. 333-95895) of the Registrant,
as amended).
4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1
to the Registration Statement on Form S-1 (File No. 333-95895) of the
Registrant, as amended).
4.2 Rights Agreement between DigitalWork.com, Inc. and Chase Mellon Shareholder
Services L.L.C., as Rights Agent (incorporated by reference to Exhibit
10.22 to the Registration Statement on Form S-1 (File No. 333-95895) of the
Registrant, as amended).
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.
(Registrant) DigitalWork.com, Inc.
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Date April 10, 2000
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By: /s/ Robert A. Schultz
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Robert A. Schultz
Chairman of the Board of Directors
and Chief Executive Officer
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