SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Delaware 06-1528493 ---------------------------------------- ---------------- (State of Incorporation or Organization) (I.R.S. Employer Identification no.) Five High Ridge Park, Stamford, Connecticut 06905 ------------------------------------------- ---------------- (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 12(g) of the Exchange Act and is effective upon filing is effective upon filing pursuant to General pursuant to General Instruction A.(c), please Instruction A.(d), please check the following box. [ ] check the following box. [x] |
Securities Act registration statement file number to which this form relates:
333-69657
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 ------------------- ------------------------------ |
Securities to be registered pursuant to Section 12(g) of the Act:
Item 1. Description of Registrant's Securities to be Registered
For a description of the securities to be registered hereunder, reference is made to the information set forth under the heading "Description of Capital Stock" in the Registrant's Prospectus, which constitutes a part of the Registrant's Registration Statement on Form S-1 (File No. 333-69657), as amended, filed under the Securities Act of 1933, as amended, which information is hereby incorporated herein by reference.
Item 2. Exhibits
The following exhibits to this Registration Statement have been filed as exhibits to the Registrant's Registration Statement on Form S-1 (File No. 333-69657), as amended, filed under the Securities Act of 1933, as amended, and are hereby incorporated herein by reference.
Exhibit Number Description of Exhibit ------- ---------------------- 1. Form of Amended and Restated Certificate of Incorporation of the Registrant to be filed on the closing of the offering. 2. Form of By-Laws of the Registrant to be filed on the closing of the offering. 3. Specimen Certificate for the Registrant's Common Stock. 4. Amended and Restated Registration Rights Agreement, dated as of December 8, 1998, among the Registrant and certain stockholders of the Registrant. |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: March 18, 1999
priceline.com Incorporated
By: /s/ Paul E. Francis ------------------------------- Name: Paul E. Francis Title: Chief Financial Officer |