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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
First Virtual Corporation
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California (prior to reincorporation)
Delaware (after reincorporation) 77-0357037
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(State of Incorporation or Organization (I.R.S. Employer Identification no.)
3393 Octavius Drive, Suite 102, Santa Clara, CA. 95054
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(Address of principal executive offices) <Zip code)
If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section 12(b) of class of securities pursuant to Section 12(g) of
the Exchange Act and is effective pursuant to the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following General Instruction A.(d), check the following
box. [ ] box. [X]
Securities Act registration statement number to
which this form relates: 333-38755
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(if applicable)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Common Stock to be registered hereunder is contained
in the section entitled "Description of Capital Stock," commencing at page 51
of the Prospectus included in the Registrant's Form S-1 Registration Statement,
No. 333-38755, filed with the Securities and Exchange Commission (the
"Commission") on October 24, 1997 and is incorporated herein by reference.
ITEM 2. EXHIBITS.
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Exhibit
Number Description
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3.1 Amended and Restated Articles of Incorporation of the Registrant as
filed June 6, 1997(1)
3.2 Bylaws of the Registrant(1)
3.3 Certificate of Incorporation to be effective upon the closing of the
offering(2)
3.4 Bylaws of the Registrant to be effective upon the closing of the
offering(2)
4.1 Specimen Common Stock Certificate(2)
10.8 Amended and Restated Investor Rights Agreement, dated as of August
29, 1996 among the Registrant and the investors named therein, as
amended October 17, 1997(1)
10.18 Warrant issued to SVB, dated April 11, 1997(1)
10.19 Warrants issued to Comdisco, each dated April 30, 1997(1)
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(1) Filed as an exhibit to the Registration Statement and incorporated herein
by reference.
(2) To be filed by amendments to the Registration Statement and incorporated
herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
FIRST VIRTUAL CORPORATION
Date: October 31, 1997 By: /s/ James O. Mitchell
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James O. Mitchell
Vice President, Operations and Chief
Financial Officer
(Principal Financial and Accounting
Officer)
