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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WASATCH INTERACTIVE LEARNING CORPORATION
(Exact name of registrant as specified in its charter)
WASHINGTON 911253514
(State of incorporation or organization) (I.R.S. Employer Identification No.)
5250 South Commerce Drive, Suite 101, Salt Lake City, Utah 84107
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [] box. [X]
Securities Act registration statement file number
to which this form relates: 333-35320 .
(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchanged on which
to be so registered each class is to be registered
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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)
Class A Common Stock Purchase Warrants
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(Title of Class)
Class B Common Stock Purchase Warrants
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(Title of Class)
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1. Description of Registrant's Securities to Be Registered.
The description of the Registrant's securities under the caption
"Description of Securities" in the Registrant's Prospectus filed under the
Securities Act of 1993, as amended, which is included in the Registrant's
Registration Statement on Form SB-2 (File No. 333-35320), as filed with the
Securities and Exchange Commission on May 4, 2000, shall be deemed to have been
incorporated by reference into this Registration Statement on Form 8-A.
Incorporated By Exhibit
Item 2. Exhibits. Reference To No.
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1. Specimen of security to be
registered hereunder.
1.1 Specimen Certificate
of Common Stock (1) 4.1
1.2 Specimen Class A Warrant
Certificate (1) 4.2
1.3 Specimen Class B Warrant
Certificate (1) 4.3
2. Constituent Instruments Defining
Rights to Holders of Registered
Securities.
2.1 Registrant's Certificate
of Incorporation, as amended (1) 3.1
2.2 Registrant's By-Laws, as amended (1) 3.2
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(1) The Registrant's Registration Statement on Form SB-2 (File No. 333-35320),
as amended.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement or amendment
to be signed on its behalf by the undersigned, thereunto duly authorized.
WASATCH INTERACTIVE
LEARNING CORPORATION
By: /s/ Barbara Morris
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Barbara Morris
President and Chief Executive Officer
Dated: May 5, 2000
