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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 12(g) of the
Securities Exchange Act of 1934
N2K INC.
(Exact name of registrant as specified in its Charter)
Delaware 06-1455771
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
55 Broad Street, 26th Floor
New York, New York 10004
(Address of principal (Zip Code)
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: 333-33105 (if applicable).
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be
so registered Name of each exchange on
which each class is to be
registered
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
A complete description of the Common Stock, $0.001 par value per
share, of N2K Inc. (the "Registrant") which is to be registered
hereunder is contained under the caption "Description of Capital
Stock" in the Registration Statement on Form S-1 (File No.
333-33105) filed by the Registrant with the Securities and Exchange
Commission on August 7, 1997, as amended from time to time (the
"Registration Statement"). Such description is hereby incorporated
by reference.
Item 2. Exhibits.
The following exhibits are filed herewith (or incorporated by
reference as indicated below):
Exhibit
Number Description
------ -----------
1. Certificate of Incorporation of the Registrant, as amended
(incorporated by reference to Exhibit 3.1 of the Registration
Statement)
2. Bylaws of the Registrant, as amended (incorporated by
reference to Exhibit 3.2 of the Registration Statement)
3. Specimen of Certificate for Common Stock of the Registrant
(incorporated by reference to Exhibit 4.1 of the Registration
Statement)
4. 1987 Employee Incentive Stock Option Plan of the Registrant
(incorporated by reference to Exhibit 4.2 of the Registration
Statement)
5. Amended and Restated 1996 Stock Option Plan of the Registrant
(incorporated by reference to Exhibit 4.3 of the Registration
Statement)
6. 1996 Employee Stock Purchase Plan of the Registrant (incorporated
by reference to Exhibit 4.4 of the Registration Statement)
7. 1997 Directors' Stock Option Plan of the Registrant (incorporated
by reference to Exhibit 4.5 of the Registration Statement)
8. Note Purchase Agreement of the Registrant (incorporated by
reference to Exhibit 4.6 of the Registration Statement)
9. Form of Series A Preferred Stock Purchase Agreement of the
Registrant (incorporated by reference to Exhibit 4.7 of the
Registration Statement)
10. Form of Series C Preferred Stock Purchase Agreement of the
Registrant (incorporated by reference to Exhibit 4.8 of the
Registration Statement)
11. Form of Series D Preferred Stock Purchase Agreement of the
Registrant (incorporated by reference to Exhibit 4.9 of the
Registration Statement)
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Exhibit
Number Description
------ -----------
12. Form of Series E Preferred Stock Purchase Agreement of the
Registrant (incorporated by reference to Exhibit 4.10 of the
Registration Statement)
13. Form of Series F Preferred Stock Purchase Agreement of the
Registrant (incorporated by reference to Exhibit 4.11 of the
Registration Statement)
14. Form of Series G Preferred Stock Purchase Agreement of the
Registrant (incorporated by reference to Exhibit 4.12 of the
Registration Statement)
15. Registration Rights Agreement of the Registrant (incorporated by
reference to Exhibit 4.13 of the Registration Statement)
16. Warrant Agreement of the Registrant (incorporated by reference to
Exhibit 4.14 of the Registration Statement)
17. Form of Warrant Certificate of the Registrant (incorporated by
reference to Exhibit 4.15 of the Registration Statement)
18. Form of 14% Management Note of the Registrant (incorporated by
reference to Exhibit 4.16 of the Registration Statement)
19. Form of 14% Senior Note of the Registrant (incorporated by
reference to Exhibit 4.17 of the Registration Statement)
20. Form of Warrant Certificate of the Registrant, issued in connection
with the 14% Senior Notes (incorporated by reference to Exhibit
4.18 of the Registration Statement)
21. Letter Agreement dated September 16, 1997 between the Registrant
and America Online, Inc. (incorporated by reference to Exhibit 4.19
of 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, thereto duly authorized.
N2K Inc.
By: /s/ Lawrence L. Rosen
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Name: Lawrence L. Rosen
Title: Chief Executive Officer
Date: September 26, 1997
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