-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TI1voFe7anwsHcNguh7lNJEq7XEsuVsIDEw9TtGgiuKbxd4CKOA1ZOZThE4eFZ6P LnfOy5qyO0K9DRpyimt6Xw== 0000898430-97-005008.txt : 19971124 0000898430-97-005008.hdr.sgml : 19971124 ACCESSION NUMBER: 0000898430-97-005008 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971121 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHOPPING COM CENTRAL INDEX KEY: 0001045360 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: SEC FILE NUMBER: 000-29518 FILM NUMBER: 97726635 BUSINESS ADDRESS: STREET 1: 2101 E COAST HIGHWAY GARDEN LEVEL CITY: CORONA DEL MAR STATE: CA ZIP: 92625 BUSINESS PHONE: 7146404393 8-A12G/A 1 FORM 8-A12G AMENDMENT #2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ AMENDMENT NO. 2 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 _________________________ SHOPPING.COM (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CALIFORNIA 33-0733679 ---------- ---------- (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.) 2101 E. COAST HIGHWAY, GARDEN LEVEL, CORONA DEL MAR, CALIFORNIA 92625 (714) 640-4393 ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OR REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) _________________________ 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 NOT APPLICABLE _________________________ If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. [ ] _________________________ SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK _________________________ INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Registrant hereby incorporates by reference Shopping.com's Form SB-2 Registration Statement, Amendment No. 1, and Amendment No. 2, under The Securities Act of 1933 previously filed with the United States Securities and Exchange Commission. ITEM 2. EXHIBITS. I. Registrant hereby incorporates by reference the following Exhibits previously filed with the United States Securities and Exchange Commission in Shopping.com's Form SB-2 Registration Statement, Amendment No. 1 and Amendment No. 2, under The Securities Act of 1933: 3.01 Amended and restated Articles of Incorporation 3.02 By-Laws 3.03 Proposed Amended and restated Articles of Incorporation 4.01 Stock Option Plan of 1997 4.02 Form of Incentive Stock Option Agreement form under Stock Option Plan of 1997 (Mc Nulty) 4.03 Form of Incentive Stock Option Agreement form under Stock Option Plan of 1997 (Hay) 4.04 Form of Incentive Stock Option Agreement form under Stock Option Plan of 1997 (Non-employee) 4.05 Form of Incentive Stock Option Agreement form under Stock Option Plan of 1997 (Employee) 4.06 Form of $3.00 Warrant Certificate 4.07 Form of $1.50 Warrant Certificate 4.08 Form of Underwriter's Warrant Certificate 4.09 Form of Demand Registration Rights Agreement 4.10 Form of Piggy Back Registration Rights Agreement 4.11 Form of Irrevocable Proxy 4.12 Form of Irrevocable Proxy 4.13 Domain Name Transfer 4.14 [Intentionally Omitted] 4.15 Form of Lock-up Agreement 4.16 Specimen of Commmon Stock Certificate II. 1. Registrant hereby incorporates by reference Shopping.com's Form SB-2 Registration Statement, Amendment No. 1, and Amendment No. 2, under The Securities Act of 1933 previously filed with the United States Securities and Exchange Commission. 2. Not Applicable. 3. Not Applicable. 4. Registrant hereby incorporates by reference the following Exhibits previously filed with the United States Securities and Exchange Commission in Shopping.com's Form SB-2 Registration Statement, Amendment No. 1 and Amendment No. 2, under The Securities Act of 1933: 3.01 Amended and restated Articles of Incorporation 2 3.02 By-Laws 3.03 Proposed Amended and restated Articles of Incorporation 4.01 Stock Option Plan of 1997 4.02 Form of Incentive Stock Option Agreement form under Stock Option Plan of 1997 (Mc Nulty) 4.03 Form of Incentive Stock Option Agreement form under Stock Option Plan of 1997 (Hay) 4.04 Form of Incentive Stock Option Agreement form under Stock Option Plan of 1997 (Non-employee) 4.05 Form of Incentive Stock Option Agreement form under Stock Option Plan of 1997 (Employee) 4.06 Form of $3.00 Warrant Certificate 4.07 Form of $1.50 Warrant Certificate 4.08 Form of Underwriter's Warrant Certificate 4.09 Form of Demand Registration Rights Agreement 4.10 Form of Piggy Back Registration Rights Agreement 4.11 Form of Irrevocable Proxy 4.12 Form of Irrevocable Proxy 4.13 Domain Name Transfer 4.14 [Intentionally Omitted] 4.15 Form of Lock-up Agreement 4.16 Specimen of Common Stock Certificate 5. Registrant hereby incorporates by reference Exhibit No. 4.16 previously filed with the United States Securities and Exchange Commission in Shopping.com's Form SB-2 Registration Statement, Amendment No.2. 6. Not Applicable. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused the registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Registrant: SHOPPING.COM Date: November 21, 1997 By: /s/ Kristine E. Webster ------------------------- Kristine E. Webster, Chief Financial Officer and Senior Vice President 3 -----END PRIVACY-ENHANCED MESSAGE-----