Liveworld Inc – IPO: ‘S-1/A’ on 6/23/99 – EX-4.1

On:  Wednesday, 6/23/99   ·   Accession #:  1012870-99-2040   ·   File #:  333-77455

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment No. 2 to Form S-1                          120    558K 
 2: EX-1.1      Form of Underwriting Agreement                        24    102K 
 3: EX-3.1      Certificate of Incorporation                          19     76K 
 4: EX-3.2      Amended and Restated Certificate                       4     13K 
 5: EX-4.1      Form of Registrants Common Stock Certificate           2     10K 
 6: EX-10.21    Lease Agmt Dated May 5, 1999                          44    170K 
 7: EX-10.22    Consent of Media Metrix                                1      5K 
 8: EX-23.2     Consent of Kpmg LLP, Independent Auditors              1      5K 

EX-4.1   —   Form of Registrants Common Stock Certificate

EX-4.1
1st Page of 2
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                                 EXHIBIT 4.1

NUMBER                           TALK CITY, INC.                          SHARES
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE    

                                                      SEE REVERSE SIDE
                                                         FOR CERTAIN DEFINITIONS

                                                       _____________________
                                                        CUSIP 874263
                                                       _____________________

THIS CERTIFIES THAT                                             

Is the owner of                                                 

FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK,     
PAR VALUE OF $0.001 PER SHARE, OF                         

-----------                 -----------     
--------------------- TALK CITY, INC. ---------------------     
-----------                 -----------     

    (hereinafter called the "Company"), transferable on the books of the
Corporation by the holder hereof in person or by duly authorized
attorney, but only upon surrender of this certificate properly  
endorsed. This certificate and the shares represented hereby are
    issued and shall be subject to all the provisions of the Certificate
      of Incorporation of the Company, and all amendments thereof, to all of
      which the holder by acceptance hereof assents. This certificate is not
valid unless countersigned by the transfer Agent and Registrar, 

     Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.                     

Dated:                                                          

                    /s/ Peter H. Friedman          /s/ [signature illegible]
                  PRESIDENT & CEO                CHIEF FINANCIAL OFFICER

[TALK CITY, INC. DELAWARE CORPORATE SEAL]                                       

Countersigned and Registered:                                                   
Firstar Bank of Minnesota, N.A.                                             
Transfer Agent and Registrar

By                                                                          
Authorized Signature      

EX-4.1
Last Page of 2
TOC
1st
Previous
Next
↓Bottom
Just 2nd
TALK CITY, INC.   

A statement of the rights, preferences, privileges and restrictions granted to  
or imposed upon the respective classes or series of shares and upon the holders 
thereof as established, from time to time, by the Certificate of Incorporation  
of the Corporation and by any certificate of determination, and the number of   
shares constituting each class and series and the designations thereof, may be  
obtained by the holder hereof upon written request and without charge from the  
Secretary of the Corporation at its corporate headquarters.                     

________________________________________________________________________________
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:                                    

TEN COM  - as tenants in common                                                 

TEN ENT  - as tenants by entireties                                             

JT TEN  - as joint tenants with right of survivorship                           
and not as tenants in common                                

                                                  UGMA -    ________ Custodian
                                                                      ________
                            (Cust)
(Minor)                                                                         
                                                   under Uniform Gifts to Minors

                                                       Act _____________________
                                             (State)

Additional abbreviations may also be used though not in the above list.   
________________________________________________________________________________

For value received hereby sell, assign and transfer unto                        

________________________________________________________________________________

________________________________________________________________________________

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL     
ZIP CODE OF ASSIGNEE    
________________________________________________________________________________

________________________________________________________________________________

                                                                          Shares
________________________________________________________________________________
of the capital stock represented by the within Certificate, and do hereby       
irrevocably constitute and appoint                                              

Dated                                                                           

                              NOTICE:   THE SIGNATURE TO THIS ASSIGNMENT
                            MUST CORRESPOND WITH THE NAME AS WRITTEN
                             UPON THE FACE OF THE CERTIFICATE IN EVERY
                                PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT
           OR ANY CHANGE WHATEVER.

SIGNATURE GUARANTEED    

                              NOTICE:   THE SIGNATURE TO THIS ASSIGNMENT
                            MUST CORRESPOND WITH THE NAME AS WRITTEN
                             UPON THE FACE OF THE CERTIFICATE IN EVERY
                                PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT
           OR ANY CHANGE WHATEVER.

SIGNATURE GUARANTEED    

_________________________________________________________________    Attorney   
to transfer the said stock on the books of the within-named  Corporation with   
full power of substitution in the premises.