-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SsoyobiyP24bBdGkxjYwTylLjcEGslrJK0nOLS9l5a2vjhyjQd6c0nwx4ZqTIySL K1QVZTtdA8B3Sa+yHwNFzg== 0000927356-99-001071.txt : 19990630 0000927356-99-001071.hdr.sgml : 19990630 ACCESSION NUMBER: 0000927356-99-001071 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUDIBLE INC CENTRAL INDEX KEY: 0001077926 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] FILING VALUES: FORM TYPE: 8-A12G SEC ACT: SEC FILE NUMBER: 000-26529 FILM NUMBER: 99654024 BUSINESS ADDRESS: STREET 1: 65 EILLOWBROOK BOULEVARD CITY: WAYNE STATE: NJ ZIP: 07470 BUSINESS PHONE: 9738904070 MAIL ADDRESS: STREET 1: 65 WILLOWBROOK BLVD CITY: WAYNE STATE: NJ ZIP: 07470 8-A12G 1 FORM 8-A FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 AUDIBLE, INC. ----------------------- (Exact name of registrant as specified in its charter) Delaware 22-3407945 - ---------------------------------------- ---------------- (State of incorporation or organization) (I.R.S. Employer Identification No.) 65 Willowbrook Boulevard, Wayne, NJ 07470 - ------------------------------------------ ----------- (Address of principal executive offices) (Zip Code) If this form relates to the registration of a registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X] If this form relates to the class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ] Securities Act registration statement file number to which this form relates: 333-76985 --------- (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 None None ---- ---- Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, $.01 Par Value ---------------------------- (Title of class) Item 1: Description of Registrant's Securities to be Registered The description of the Common Stock of the Registrant, par value $.01 per share, registered hereby is incorporated by reference to the description of the Registrant's Capital Stock set forth under the heading "Description of Our Capital Stock" in the Registrant's Amendment No. 3 to the Company's Registration Statement on Form S-1 (SEC File No. 333-76985) ("Amendment No. 3"), as filed with the Securities and Exchange Commission on June 16, 1999, any amendments to such Amendment No. 3 filed subsequently thereto and any form of prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
Item 2: Exhibits The following exhibits are filed as part of this Registration Statement: 3.1.1* Restated Certificate of Incorporation of the Registrant, dated March 31, 1997 3.1.2* Certificate of Amendment of Certificate of Incorporation, dated July 22, 1997 3.1.2* Certificate of Amendment of Certificate of Incorporation, dated February 25, 1998 3.1.3* Certificate of Amendment of Certificate of Incorporation, dated December 18, 1998 3.1.3.1 Certificate of Amendment of Certificate of Incorporation, dated April 23, 1999 3.1.4* Certificate of Amendment of Certificate of Incorporation, dated June 16, 1999 3.2 * Form of Amended and Restated Certificate of Incorporation of the Registrant. 3.3 * Bylaws of the Registrant 3.3.1 * Amendment No. 1 to Bylaws of the Registrant, dated March 17, 1998 3.4 * Form of Amended and Restated Bylaws of the Registrant. 4.1 * Specimen stock certificate for shares of Common Stock of the Registrant. 10.14 * Amended and Restated Registration Rights Agreement, dated February 26, 1998, by and among the Registrant and certain stockholders named therein 10.14.1* Amendment No. 1 to Amended and Restated Registration Rights Agreement dated December 18, 1998 (relating to Exhibit 10.14) 10.14.2* Amendment No. 2 to Amended and Restated Registration Rights Agreement dated June 16, 1999 (relating to Exhibit 10.14) - --------------- * Incorporated by reference to the Registrant's Registration Statement on Form S-1 (SEC File No. 333-76985).
2 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. AUDIBLE, INC. Date: June 28, 1999 By: /s/ Andrew J. Huffman ------------------------- Andrew J. Huffman President and Chief Executive Officer 3 Exhibit Index
Exhibit No. Description - ----------- ----------------------------------------------------------------------------------- 3.1.1* Restated Certificate of Incorporation of the Registrant, dated March 31, 1997 3.1.2* Certificate of Amendment of Certificate of Incorporation, dated July 22, 1997 3.1.2* Certificate of Amendment of Certificate of Incorporation, dated February 25, 1998 3.1.3* Certificate of Amendment of Certificate of Incorporation, dated December 18, 1999 3.1.3.1 Certificate of Amendment of Certificate of Incorporation, dated April 23, 1999 3.1.4* Certificate of Amendment of Certificate of Incorporation, dated June 16, 1999 3.2 * Form of Amended and Restated Certificate of Incorporation of the Registrant. 3.3 * Bylaws of the Registrant 3.3.1 * Amendment No. 1 to Bylaws of the Registrant, dated March 17, 1998 3.4 * Form of Amended and Restated Bylaws of the Registrant. 4.1 * Specimen stock certificate for shares of Common Stock of the Registrant. 10.14 * Amended and Restated Registration Rights Agreement, dated February 26, 1998, by and among the Registrant and certain stockholders named therein 10.14.1 * Amendment No. 1 to Amended and Restated Registration Rights Agreement dated December 18, 1998 (relating to Exhibit 10.14) 10.14.2 * Amendment No. 2 to Amended and Restated Registration Rights Agreement dated June 16, 1999 (relating to Exhibit 10.14) - -------------- * Incorporated by reference to the Registrant's Registration Statement on Form S-1 (SEC File No. 333-76985).
4 AUDIBLE, INC. June 28, 1999 VIA EDGAR - --------- Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Re: Audible, Inc. (the "Company") Registration Statement on Form 8-A Under the Securities Exchange Act of 1934 ------------------------------- Gentlemen: In accordance with Rule 12d1-2 under the Securities Exchange Act of 1934, as amended, the Company hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form 8-A so that it will become effective with the Securities and Exchange Commission ("SEC") concurrently with the effectiveness of the Company's Registration Statement of Form S-1 under the Securities Act of 1933, as amended, which was originally filed with the SEC on April 23, 1999 (Registration No. 333-76985). Sincerely, /s/ Andrew J. Huffman --------------------- Andrew J. Huffman President and Chief Executive Officer cc: The Nasdaq Stock Market, Inc. EX-3.1.3.1 2 CERTIFICATE OF AMENDMENT EXHIBIT 3.1.3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF AUDIBLE, INC. AUDIBLE, INC., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows: FIRST: In a meeting duly called on April 18, 1999, the Board of Directors of the Corporation adopted resolutions pursuant to Section 242 of the General Corporation Law of the State of Delaware, setting forth amendments to the Certificate of Incorporation of the Corporation (the "Certificate") and declaring said amendments to be advisable. The stockholders of the Corporation duly approved the proposed amendments in accordance with Section 242 of the General Corporation Law of the State of Delaware by written consent in lieu of a meeting, dated April 22, 1999, pursuant to and in accordance with Section 228 of the General Corporation Law of the State of Delaware. The resolutions setting forth the amendments are as follows: RESOLVED: That the first paragraph of Article FOURTH of the -------- Certificate of Incorporation be and hereby is deleted in its entirety and replaced as follows: "FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is (i) 50,000,000 shares of common stock, $.01 par value per share (the "Common Stock") and (ii) 19,843,000 shares of preferred stock, $.01 par value per share (the "Preferred Stock"), of which (i) 534,000 shares are designated Series A Convertible Preferred Stock, $.01 par value per share (the "Series A Stock"), (ii) 534,000 shares are designated Series A-1 Convertible Preferred Stock, par value $.01 per share (the "Series A- 1 Preferred Stock"); (iii) 2,100,000 shares are designated Series B Preferred Stock, $.01 par value per share (the "Series B Preferred Stock"); (iv) 2,300,000 shares are designated Series C Preferred Stock, $.01 par value per share (the "Series C Preferred Stock"), and (v) 4,375,000 shares are designated Series D Preferred Stock, par value $.01 par value per share (the "Series D Preferred Stock"). As used herein, the term "Series A Preferred Stock" means the Series A Stock and the Series A-1 Preferred Stock share-for-share alike and without distinction, as except as the context otherwise requires." RESOLVED: The following paragraph be inserted as the new first -------- paragraph under Article FOURTH (B) of the Certificate of Incorporation: "B. Preferred Stock. --------------- The Board of Directors expressly is authorized, subject to limitations prescribed by the Delaware General Corporation Law and the provisions of the Certificate of Incorporation of the Corporation, to provide, by resolution and by filing a certificate pursuant to the Delaware General Corporation Law, for the issuance from time to time of the shares of Preferred Stock in one or more series, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and other rights of the shares of each such series and to fix the qualifications, limitations and restrictions thereon, including, but without limiting the generality of the foregoing, the following: (1) the number of shares constituting that series and the distinctive designation of that series; (2) the dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series; (3) whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights; (4) whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine; (5) whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption rates; (6) whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; (7) the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series; and (8) any other relative powers, preferences, and rights of that series, and qualifications, limitations or restrictions on that series." SECOND: This amendment to Certificate of Incorporation shall be effective as of the date set forth below. -2- IN WITNESS WHEREOF, Audible, Inc. has caused this Certificate to be signed by Andrew J. Huffman, its President and Chief Executive Officer this 22nd day of April, 1999. AUDIBLE, INC. By: /s/ Andrew J. Huffman ------------------------------------- Andrew J. Huffman President and Chief Executive Officer -3- -----END PRIVACY-ENHANCED MESSAGE-----