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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 2
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 If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), check the Instruction A.(d), check the
following box. [X] following box. [ ]
Securities Act registration statement number to which this
form relates: 333-85079
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(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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COMMON STOCK, PAR VALUE $.001 PER SHARE AMERICAN STOCK EXCHANGE
Securities to be registered pursuant to Section 12(g) of the Act:
NONE.
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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 January 11,
2000, 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 January 11, 2000 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: January 20, 2000 By: /s/ Edward F. Hayes
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Edward F. Hayes
Vice President, Finance
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Exhibit 4.1
NUMBER SHARES
CLC CollegeLink.com Incorporated
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFICATE IS TRANSFERABLE IN CUSIP 194535 10 0
DENVER, CO OR NEW YORK, NY
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 and registered 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:
CollegeLink.com Incorporated
/s/ Veronica G. Szewc /s/ Richard A. Fisher
CORPORATE
SECRETARY SEAL CHAIRMAN OF THE BOARD
1999
DELAWARE
Countersigned and Registered:
American Securities Transfer & Trust, Inc.
P.O. Box 1596, Denver, CO 80201
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Transfer Agent and Registrar Authorized Signature
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CollegeLink.com Incorporated
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 laws or regulations:
<TABLE>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT- ........Custodian..........
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act..........................
in common (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 SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCK-BROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.
