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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/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
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
4205 W. Irving Park Road, Chicago, Illinois 60641
(Address of principal executive offices) (Zip Code)
(773)-427-8620
(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. / /
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:
333-34730
Securities to be registered pursuant to Section 12(b) of the Act:
None
(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class to be registered: Name of each exchange on which each
class is to be registered:
Common Stock, $0.00001 par value Nasdaq National Market
Redeemable Common Stock Purchase Warrants Nasdaq National Market
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This Form 8-A/A amends the Form 8-A previously filed on July 10, 2000 to
seek registration of the securities in question under Section 12(g) of the
Securities Exchange Act of 1934 ("Exchange Act") rather than Section 12(b)
under the Exchange Act.
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 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.
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: -----------------------------
Barry L. Grieff
Title: Chief Executive Officer and Director
Dated: July 17, 2000
