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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
PeoplePC Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-4048510
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(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
100 Pine Street, Suite 1100, San Francisco, CA 94111
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(Address of Principal Executive Offices)
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: 333-34114
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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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.0001
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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
Incorporated by reference to the information contained in the section
titled "Description of Capital Stock" in the Registrant's Registration
Statement on Form S-1/A filed with the Securities and Exchange
Commission on August 4, 2000 (file number 333-34114) (the "Form S-1
Registration Statement").
ITEM 2. EXHIBITS
The following exhibits are filed as part of this registration
statement:
3.1* Amended and Restated Certificate of Incorporation of the
Registrant.
3.2* Form of Amended and Restated Certificate of Incorporation of the
Registrant to be filed upon the closing of the offering.
3.3* Amended and Restated Bylaws.
3.4* Form of Amended and Restated Bylaws of the Registrant to be in
effect after the closing of the offering.
4.1* Specimen Common Stock Certificate.
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*Incorporated by reference to the corresponding exhibit filed with 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: August 9, 2000 PeoplePC Inc.
By: /s/ Glen A. Kohl
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Glen A. Kohl
Senior Vice President, Corporate Affairs,
General Counsel and Corporate Secretary
