DGLV Inc – ‘8-A12G’ on 10/11/00

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G      Registration of a Class of Securities                  4     22K 

Document Table of Contents

8-A12G
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SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON D.C. 20549

--------------

FORM 8-A

 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
 PURSUANT TO SECTION 12(B) OR 12(G) OF THE

 SECURITIES EXCHANGE ACT OF 1934

--------------

 DIGITAL LAVA INC.
(Exact name of registrant as specified in its charter)

DELAWARE                                    95-4584080
(State of incorporation or organization)    (I.R.S. Employer Identification No.)

 13160 MINDANAO WAY, SUITE 350
MARINA DEL REY, CA 90292

(Address, including zip code, of registrant's principal executive offices)

--------------

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 file number to which this form
relates: 333-66099                                                              

Securities to be registered pursuant to Section 12(b) of the Act: 

                                             NAME OF EXCHANGE ON WHICH
TITLE OF EACH CLASS TO BE REGISTERED              EACH CLASS IS TO BE REGISTERED

None.                                            None.

Securities to be registered pursuant to Section 12(g) of the Act: 

TITLE OF EACH CLASS TO BE REGISTERED              NAME OF EXCHANGE ON WHICH     
                                                  EACH CLASS IS TO BE REGISTERED

Common stock, par value $0.0001 per share.        The Nasdaq SmallCap Market.   

8-A12G
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ITEM 1.       DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.          

  This registration statement relates to the registration of shares of
common stock, par value $0.0001 per share of Digital Lava Inc. Reference is made
to the section entitled "Description of Capital Stock" in the prospectus forming
a part of Digital Lava's registration statement on Form SB-2 (File No.          
333-66099) filed with the Securities and Exchange Commission on October 23,     
1998, and all amendments to that registration statement subsequently filed with 
the Commission, including any prospectus relating thereto filed subsequently    
pursuant to Rule 424 of the Securities Act of 1933, which is hereby incorporated
by reference herein in accordance with the Instruction to Item 1 of Form 8-A.   

ITEM 2.       EXHIBITS.                                                         

Exhibit                                                                 
NUMBER              DESCRIPTION                                         
--------            -----------                                         

    3.1**               Second Amended and Restated Certificate of Incorporation
3.2****             Amended and Restated Bylaws of Digital Lava         
4.1*                Form of Common Stock Certificate                    
4.2**               Warrant Agreement                                   
4.3**               Representative's Warrant Agreement                  
4.4*                1996 Incentive and Non-Qualified Stock Option Plan  
4.5******           First Amendment to Digital Lava 1996 Incentive and  
            Non-Qualified Stock Option Plan, dated as of
April 25, 2000                  
    4.6*                Warrant Agreement dated as of September 30, 1996 between
                  Digital Lava and Millennium Capital Management (1)
    4.7*                Warrant Agreement dated as of September 30, 1996 between
            Digital Lava and Miracle Investments Co. (1)
  4.8*                Registration Rights Agreement dated September 30, 1996
                 between Digital Lava, Miracle Investments Co. and
Millennium Capital Management   
    4.9*                Warrant Agreement dated November 1, 1996 between Digital
Lava and Eilenberg & Zivian (1) 
    4.10*               Warrant Agreement dated January 27, 1997 between Digital
Lava and Eilenberg & Zivian (1) 
4.11*               Warrant Agreement dated May 30, 1997 between Digital
          Lava and certain investors and finders (1)
    4.12*               Registration Rights Agreement dated May 30, 1997 between
              Digital Lava and certain investors and finders
  4.13*               Letter Agreement dated October 6, 1998 between Digital
                  Lava and certain investors 4.14* Warrant Agreement
                    dated July 11, 1997 between Digital Lava and certain
investors and finders (1)       
4.15*               Registration Rights Agreement dated July 11, 1997   
                      between Digital Lava and certain investors and finders
4.16*               Warrant Agreement dated February 19, 1998 between   
                  Digital Lava and certain investors and finders (1)
 4.17*               Registration Rights Agreement dated February 19, 1998
                      between Digital Lava and certain investors and finders
4.18*               Amended and Restated Option Agreement dated as of   
                   May 1, 1998 between Digital Lava, Judson Cooper and
    certain founders of Digital Lava (1)
4.19*               Amended and Restated Option Agreement dated as of   
                     May 1, 1998 between Digital Lava, E&Z Investments and
    certain founders of Digital Lava (1)

2 

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4.20*               Letter Agreement dated July 15, 1998 between Digital
      Lava and certain investors and finders
4.21*               Letter Agreement dated July 16, 1998 between Digital
      Lava and certain investors and finders
4.22*               Letter Agreement dated July 29, 1998 between Digital
      Lava and certain investors and finders
   4.23*               Warrant Agreement dated October 7, 1998 between Digital
Lava and certain consultants    
4.24*               Registration Rights Agreement dated October 7, 1998 
            between Digital Lava and certain consultants
  4.25*               Letter Agreement dated October 7, 1998 between Digital
Lava and certain investors      
4.26***             Warrant Agreement dated September 18, 1998 between  
          Digital Lava and United Resources Partners
  4.27***             Registration Rights Agreement dated September 18, 1998
                  between Digital Lava and United Resources Partners
    4.28**              Warrant Agreement dated December 1, 1998 between Digital
      Lava and Schwartz Communications, Inc.
4.29**              Warrant Agreement dated December 7, 1998 between    
  Digital Lava and certain investors
 4.30**              Registration Rights Agreement dated December 7, 1998\
          between Digital Lava and certain investors
4.31**              Warrant Agreement dated January 7, 1999 between     
  Digital Lava and certain investors
4.32*****           Registration Rights Agreement dated July 26, 2000   
           betweeen Digital Lava and certain investors
4.33*****           Common Stock Purchase Warrant dated July 31, 2000   
                 between Digital Lava and Sutro & Co. Incorporated
--------------                                                          
 *                   Incorporated by reference to Digital Lava's Form SB-2
                Registration Statement filed on October 23, 1998
(No. 333-66099)                 
 **                  Incorporated by reference to Digital Lava's Form SB-2
               Registration Statement/Amendment No. 1 filed on
January 12, 1999 (No.333-66099) 
 ***                 Incorporated by reference to Digital Lava's Form SB-2
                Registration Statement/Amendment No. 2  filed on
January 26, 1999 (No. 333-66099)
   ****                Incorporated by reference to Digital Lava's Form 10-QSB
             for the quarter ended June 30, 2000, filed on
August 14, 2000                 
*****               Incorporated by reference to Digital Lava's Form 8-K
filed on July 31, 2000          
******              Incorporated by reference to Digital Lava's Form S-8
           filed on September 22, 2000 (No. 333-46398)
(1)                 These agreements were entered into prior to the     
                 reverse split of Digital Lava's common stock and,
             therefore, do not reflect such reverse split.

3 

8-A12G
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 SIGNATURE

       Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this registration statement 
to be signed on its behalf by the undersigned, thereto duly authorized.         

DIGITAL LAVA INC. 

   By:   /s/ DANNY GAMPE
                               -------------------------------------------------
     Danny Gampe
                 Chief Financial Officer

Dated:  October 11, 2000                                                        

S-1 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G’ Filing		Date		First		Last			Other Filings
Filed as of:		10/12/00
Filed on:		10/11/00		4
		9/22/00		3					S-8
		8/14/00		3					10QSB
		7/31/00		3					8-K
		7/26/00		3					8-K
		6/30/00		3					10QSB
		4/25/00		2
		1/26/99		3					SB-2/A
		1/12/99		3					SB-2/A
		1/7/99		3
		12/7/98		3
		12/1/98		3
		10/23/98		2		3			SB-2
		10/7/98		3
		10/6/98		2
		9/18/98		3
		7/29/98		3
		7/16/98		3
		7/15/98		3
		5/1/98		2
		2/19/98		2
		7/11/97		2
		5/30/97		2
		1/27/97		2
		11/1/96		2
		9/30/96		2
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