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UNITED STATES
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 1934
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LIQUOR.COM, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3903894
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
4205 W. Irving Park Road, Chicago, Illinois 60641
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(Address of principal executive offices) (Zip Code)
(773)-427-8620
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(Issuer's telephone number)
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. /X/
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. / /
Securities Act registration statement file number to which this form
relates: 333-34730
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which each
Title of each class to be registered: class is to be registered:
Common Stock, $0.00001 par value Nasdaq National Market
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Redeemable Common Stock
Purchase Warrants Nasdaq National Market
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The securities to be registered are shares of common stock, par
value $.00001 per share ("Common Stock"), of Liquor.com, Inc. ("Registrant")
and redeemable common stock purchase warrants ("Warrants"), each exercisable
to purchase one share of Common Stock at an exercise price equal to 120% of
the initial public offering price of the Common Stock. The Common Stock and
Warrants will trade as a separate securities immediately upon issuance. A
description of the Common Stock and the Warrants is set forth under the
caption "Description of Securities" in the Registrant's Registration
Statement on Form SB-2 (Registration No. 333-34730) as amended, which has
been filed by the Registrant with the Securities and Exchange Commission on
April 13, 2000, as amended on June 26, 2000, and as may be further amended at
the time the registration statement is declared effective. A description of
the Common Stock and Warrants also will be included in a form of prospectus
to be filed pursuant to Rule 424(b) under the Securities Act of 1933. Such
prospectus and description is incorporated by reference herein.
ITEM 2. EXHIBITS.
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EXHIBIT NO. DESCRIPTION
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1.1 Certificate of Incorporation, and an amendment thereto, of the
Registrant (incorporated by reference to Exhibits 3.1 and 3.2 to
the Registrant's Registration Statement on Form SB-2 (Reg. No.
333-34730) filed with the Commission on April 13, 2000).
1.2 Bylaws for the Registrant (incorporated by reference to
Exhibit 3.6 to the Registrant's Registration Statement on Form
SB-2 (Reg No. 333-34730), filed with the Commission on April 13,
2000).
1.3 Form of Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Registrant's Registration Statement on Form
SB-2 (Reg No. 333-34730), filed with the Commission on June 26,
2000).
1.4 Form of Common Stock Purchase Warrant (incorporated by reference
to Exhibit 4.3 to the Registrant's Registration Statement on Form
SB-2 (Reg No. 333-34730), filed with the Commission on June 26,
2000).
1.5 Form of Warrant Agreement (incorporated by reference to
Exhibit 4.2 to the Registrant's Registration Statement on Form
SB-2 (Reg. No. 333-34370) filed with the Commission on June 26,
2000).
1.6 Investors' Rights Agreement between Liquor.com and holders of
shares of Liquor.com, Inc.'s Series A Preferred Stock
(incorporated by reference to Exhibit 10.7 to the Registrant's
Registration Statement on Form SB-2 (Reg. No. 333-34370) filed
with the Commission on April 13, 2000).
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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.
LIQUOR.COM, INC.
a Delaware corporation (Registrant)
By: /s/ Barry L. Grieff
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Barry L. Grieff
Title: Chief Executive Officer and Director
Dated: July 10, 2000
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