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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
COLLEGELINK.COM INCORPORATED
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(Exact name of registrant as specified in its charter)
DELAWARE 016-0961436
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(State of incorporation or organization) (I.R.S. employer identification no.)
55 HAMMARLUND WAY, MIDDLETOWN, RHODE ISLAND 02842
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(Address of principal executive offices) (Zip code)
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 number to which this form
relates:_____________________________
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which 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 $.001 PER SHARE
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(Title of Class)
The undersigned registrant hereby amends the items, exhibits and portions
of its registration statement on Form 8-A (dated as of February 18, 1971) as set
forth in the pages attached hereto:
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
We have provided the information required by Item 202 of Regulation S-K
under the heading "Description of Capital Stock" in our Registration Statement
on Form S-1, registration no. 333-85079, as initially filed with the Securities
and Exchange Commission on August 12, 1999 on Form SB-2, as amended on Form S-1
on October 21,1999, as further amended on November 26, 1999 and as the same may
be amended after the date of filing of this amendment to our registration
statement on Form 8-A. We incorporate that information by reference in this
amendment to our registration statement on Form 8-A.
ITEM 2. EXHIBITS.
*3.1 Amended and Restated Certificate of Incorporation of
CollegeLink.com Incorporated.
*3.2 By-Laws of CollegeLink.com Incorporated.
4.1 Specimen certificate of Common Stock, par value $.001 per share.
* Incorporated by reference to the corresponding Exhibit to our Registration
Statement on Form S-1, registration no. 333-85079, as initially filed with
the Securities and Exchange Commission on August 12, 1999 on Form SB-2, as
amended on Form S-1 on October 21, 1999, as further amended on November 26,
1999 and as may be amended after the date of filing of this amendment to
our registration statement on Form 8-A.
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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, thereunto duly authorized.
COLLEGELINK.COM INCORPORATED
Dated: December 21, 1999 By:/s/ Edward F. Hayes
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Edward F. Hayes
Vice President, Finance
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Exhibit 4.1
NUMBER SHARES
COLLEGELINK.COM INCORPORATED
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
100,000,000 AUTHORIZED SHARES $.001 PAR VALUE
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CUSIP 194535 10 0
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SEE REVERSE
FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT
Is The Owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF $.001 PAR VALUE COMMON STOCK OF
COLLEGELINK.COM INCORPORATED
transferable only on the books of the Company in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid unless countersigned by the Transfer Agent and Registrar.
IN WITNESS WHEREOF, the said Company has caused this Certificate to be
executed by the facsimile signatures of its duly authorized officers and to be
sealed with the facsimile seal of the Company.
Dated:
/s/ Veronica Szewc /s/ Richard A. Fisher
SECRETARY CHAIRMAN OF THE BOARD
COLLEGELINK.COM INCORPORATED
CORPORATE
SEAL
1999
DELAWARE
COUNTERSIGNED AND REGISTERED:
American Securities Transfer & Trust, Inc.
P.O. Box 1596
Denver, Colorado 80201
By ________________________________________
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COLLEGELINK.COM INCORPORATED
TRANSFER FEE: $20.00 PER NEW CERTIFICATE ISSUED
The following abbreviations when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable law or regulations.
<TABLE>
<CAPTION>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the entireties ---------------------------
JT TEN - as joint tenants with right of (Cust.) (Minor)
survivorship and not as tenants under Uniform Gifts to Minors
in common Act _____________________
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
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For Value Received, ____________________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________ Shares
of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
_______________________________________________________________ attorney-in-fact
to transfer the said stock on the books of the within-named Corporation, with
full power of substitution in the premises.
Dated _____________________________
____________________________________________________________
____________________________________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.
Signature(s) Guaranteed:
___________________________________________
The signatures(s) must be guaranteed by an eligible guarantor institution
(Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with
membership in an approved signature guarantee Medallion Program), pursuant to
S.E.C. Rule 17Ad-15.
