To: zurdo who wrote (23679 ) 10/7/1999 7:10:00 PM From: Edward Y. Lee Read Replies (1) | Respond to of 27722
Zurdo, Did you get this? ------------------------------------------- TYPE: 8-A12G SEQUENCE: 1 DESCRIPTION: 8-A12G UNITED STATES 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 NETRADIO CORPORATION --------------------- (Exact name of registrant as specified in its charter) MINNESOTA 41-1819471 --------------------------------------- ----------------------------------- (State of incorporation or organization) (I.R.S. Employer Identification No.) 43 MAIN STREET SOUTHEAST, SUITE 149 MINNEAPOLIS, MINNESOTA 55414 ---------------------- ----------- (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: None 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: 333-73261 Securities to be registered pursuant to Section 12(g) of the Act: COMMON STOCK, NO PAR VALUE PER SHARE ------------------------------------ Title of Class * This form shall become effective upon the effectiveness of the Securities Act registration statement relating to the class of securities being registered concurrently herewith in accordance with Rule 12d1-2(c)(2) PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. NetRadio Corporation has filed a registration statement on Form S-1 (File No. 333- 73261) to register shares of its common stock, having no par value. The response to this item is incorporated by reference from information contained under the captions "Description of Capital Stock" and "Shares Eligible for Future Sale" in NetRadio's registration statement, as originally filed with the Securities and Exchange Commission on March 3, 1999, and as subsequently amended. The registration statement, as amended, is incorporated herein by reference. Item 2. EXHIBITS. The following exhibits are incorporated by reference to the respective Exhibits of the same number in NetRadio's registration statement on Form S-1 filed with the Securities and Exchange Commission on March 3, 1999 and as subsequently amended: 3.1 Articles of Incorporation of NetRadio, as amended 3.3 Amended and Restated Bylaws of NetRadio, to become effective on the effective date of the offering 4.1 Form of Common Stock Certificate 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, thereto duly authorized. NETRADIO CORPORATION Dated: October 7, 1999 By /s/Michael P. Wise --------------------------------- Michael P. Wise, Vice President and Chief Financial Officer Page 2 of 2