<PAGE>
As filed with the Securities and Exchange Commission on December 31, 1997
Total Number of Pages - 4
Index to Exhibits at Page - 4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CONNECT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 77-0431045
(State of incorporation or organization) (IRS Employer
Identification No.)
515 ELLIS STREET, MOUNTAIN VIEW, CA 94043-2242
(Address of principal executive offices) (Zip Code)
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
------------------- ------------------------------
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
------------------------------
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
-------------------------------------------------------
Incorporated by reference to the information set forth under "Item 5. Other
Events" in the Registrant's Form 8-K filed on December 24, 1997 (the "Form
8-K").
Item 2. Exhibits
--------
The following exhibits are filed as a part of this Registration
Statement:
1 Specimen certificate for Registrant's Common Stock -
incorporated herein by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-1 (SEC File
No. 333-05901).
2.1 Certificate of Incorporation -- incorporated herein by
reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1.
2.2 Amended and Restated Certificate of Incorporation --
incorporated herein by reference to Exhibit 3.3 to the
Registrant's Registration Statement on Form S-1.
2.3 Certificate of Amendment of Certificate of Incorporation -
incorporated herein by reference to Exhibit 3.4 to the
Registrant's Registration Statement on Form S-1.
2.4 Bylaws - incorporated herein by reference to Exhibit 3.2 to
the Registrant's Registration Statement on Form S-1.
2.5 Amended and Restated Registration Rights Agreement dated
July 3, 1996 between the Registrant and certain holders of
the Registrant's securities -- incorporated herein by
reference to Exhibit 10.6 to the Registrant's Registration
Statement on Form S-1.
2.6 Form of Proposed Certificate of Designation of Rights
Preferences and Privileges of Series A Preferred Stock -
incorporated herein by reference to Exhibit 3.4 to the Form
8-K .
2.7 Form of Exchange Agreement - incorporated herein by
reference to Exhibit 4.3 to the Form 8-K.
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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: December 31, 1997 CONNECT, INC.
By: /s/ Joseph G. Girata
----------------------------------
Joseph G. Girata,
Vice President of Finance and
Administration and Chief Executive
Officer
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<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit ------------
No. Description Numbered Page
- -------- ----------- -------------
<C> <S> <C>
1 Specimen certificate for Incorporated by
Registrant's Common Stock -- reference
incorporated herein by reference to
Exhibit 4.1 of the Registrant's
Registration Statement on Form S-1.
2.1 Certificate of Incorporation -- Incorporated by
incorporated herein by reference to reference
Exhibit 3.1 of the Registrant's
Registration Statement on Form S-1.
2.2 Amended and Restated Certificate of Incorporated by
Incorporation -- incorporated reference
herein by reference to Exhibit 3.3
to the Registrant's Registration
Statement on Form S-1.
2.3 Certificate of Amendment of Incorporated by
Certificate of Incorporation - reference
incorporated herein by reference to
Exhibit 3.4 to the Registrant's
Registration Statement on Form S-1.
2.4 Bylaws -- incorporated herein by Incorporated by
reference to Exhibit 3.2 to the reference
Registrant's Registration Statement
on Form S-1.
2.5 Amended and Restated Registration Incorporated by
Rights Agreement dated July 3, 1996 reference
between the Registrant and certain
holders of the Registrant's
securities -- incorporated herein
by reference to Exhibit 10.6 to the
Registrant's Registration Statement
on Form S-1.
2.6 Form of Proposed Certificate of Incorporated by
Designation of Rights Preferences reference
and Privileges of Series A
Preferred Stock - incorporated
herein by reference to Exhibit 3.4
to the Form 8-K.
2.7 Form of Exchange Agreement - Incorporated by
incorporated herein by reference to reference
Exhibit 4.3 to the Form 8-K.
</TABLE>
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