Alladvantage Com Inc – ‘8-A12G’ on 3/23/00

On:  Thursday, 3/23/00   ·   Accession #:  1012870-0-1564   ·   File #:  0-30079

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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      Form 8-A Dated 03-23-00                                5     15K 

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 l934 

AllAdvantage.com Inc. 
----------------------------------------------------  
(Exact name of registrant as specified in its charter)  

                                                        [Enlarge/Download Table]
                                                                                                  
                 Delaware                                             94-3327058                  
   ---------------------------------------                        -------------------             
   (State of incorporation or organization)                 (I.R.S. Employer Identification No.)  

            4010 Point Eden Way                                                                   
            Hayward, California                                          94545                    
   ----------------------------------------                            ----------                 
    (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 file number to which this form relates: 

333-96271 
--------- 

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

None  
----  

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

Common Stock, $0.001 par value per share  
----------------------------------------  
(Title of Class)  

8-A12G
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Item 1.  Description of Registrant's Securities to be Registered.               

       The description of the common stock of Registrant set forth under the
caption "Description of Capital Stock" in Registrant's Registration Statement on
Form S-1 (File No. 333-96271) as originally filed with the Securities and       
Exchange Commission on February 7, 2000, or as subsequently amended (the        
"Registration Statement"), and in the prospectus included in the Registration   
----------------------                                                        
Statement, is hereby incorporated by reference in response to this item.        

Item 2.  Exhibits.                                                              

     The following exhibits are filed herewith or incorporated herein by
reference:                                                                      

Exhibit                                                       
Number          Exhibit Title or Description                  
------          ----------------------------                  

         3.01            Registrant's Certificate of Incorporation (incorporated
                  by reference to Exhibit 3.01 to the Registration
Statement).                   

 3.02            Registrant's Form of First Amended and Restated
                         Certificate of Incorporation (to be filed and effective
                         prior to the completion of this offering) (incorporated
                  by reference to Exhibit 3.02 to the Registration
Statement).                   

  3.03            Registrant's Form of Second Amended and Restated
                         Certificate of Incorporation (to be filed and effective
                        upon the completion of this offering) (incorporated by
               reference to Exhibit 3.03 to the Registration
Statement).                   

   3.04            Registrant's Bylaws (incorporated by reference to
              Exhibit 3.04 to the Registration Statement).

        3.05            Registrant's Restated Bylaws (to be effective prior to
                   the completion of this offering) (incorporated by
               reference to Exhibit 3.05 to the Registration
Statement).                   

      4.01            Form of Specimen Certificate for Registrant's common
                         stock (incorporated by reference to Exhibit 4.01 to the
Registration Statement).      

        4.02            Second Amended and Restated Investor Rights Agreement,
                         dated as of February 4, 2000 (incorporated by reference
                 to Exhibit 4.02 of the Registration Statement).

8-A12G
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       99.01            The description of Registrant's common stock set forth
                         under the caption "Description of Capital Stock" in the
                    prospectus included in the Registration Statement.

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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.             

Dated:  March 23, 2000        AllAdvantage.com Inc.                             

   By: /s/ MICHAEL DEPATIE
       -------------------
      Michael A. Depatie
           Chief Financial Officer

8-A12G
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Index to Exhibits 
----------------- 
Exhibit                                                                         
Number              Exhibit Title or Description                                
------              ----------------------------                                

3.01                Registrant's Certificate of Incorporation (incorporated by  
                 reference to Exhibit 3.01 to the Registration Statement).

3.02                Registrant's Form of First Amended and Restated Certificate 
                of Incorporation (to be filed and effective prior to the
                  completion of this offering) (incorporated by reference to
    Exhibit 3.02 to the Registration Statement).

3.03                Registrant's Form of Second Amended and Restated Certificate
            of Incorporation (to be filed and effective upon the
                  completion of this offering) (incorporated by reference to
    Exhibit 3.03 to the Registration Statement).

3.04                Registrant's Bylaws (incorporated by reference to Exhibit   
3.04 to the Registration Statement).    

3.05                Registrant's Restated Bylaws (to be effective prior to the  
                  completion of this offering) (incorporated by reference to
    Exhibit 3.05 to the Registration Statement).

4.01                Form of Specimen Certificate for Registrant's common stock  
         (incorporated by reference to Exhibit 4.01 to the
Registration Statement).                

4.02                Second Amended and Restated Investor Rights Agreement, dated
                    as of February 4, 2000 (incorporated by reference to Exhibit
4.02 of the Registration Statement).    

99.01               The description of Registrant's common stock set forth under
                    the caption "Description of Capital Stock" in the prospectus
included in the Registration Statement. 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G’ Filing		Date		First		Last			Other Filings
Filed on:		3/23/00		4					S-1/A
		2/7/00		2					S-1
		2/4/00		2		5
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