<PAGE>

     As filed with the Securities and Exchange Commission on April 1, 2002

                                                    Registration No. 333-_______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                   ----------

                                TICKETS.COM, INC.
             (Exact name of registrant as specified in its charter)

             DELAWARE                                    06-1424841
   (State or other jurisdiction                (IRS Employer Identification No.)
of incorporation or organization)

                         555 ANTON BOULEVARD, 11TH FLOOR
                          COSTA MESA, CALIFORNIA 92626
               (Address of principal executive offices) (Zip Code)

                                   ----------

                            1999 STOCK INCENTIVE PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

                                   ----------

                                 RONALD BENSION
                             CHIEF EXECUTIVE OFFICER
                                TICKETS.COM, INC.
                         555 ANTON BOULEVARD, 11TH FLOOR
                          COSTA MESA, CALIFORNIA 92626
                     (Name and address of agent for service)

                                 (714) 327-5400
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=========================================================================================================
                                                         Proposed          Proposed
                                                         Maximum           Maximum
    Title of Securities to be        Amount to be      Offering Price      Aggregate         Amount of
            Registered               Registered(1)       per Share       Offering Price   Registration Fee
---------------------------------------------------------------------------------------------------------
<S>                                  <C>               <C>               <C>              <C>
1999 Stock Incentive Plan
Common Stock, $0.000225 par value     263,736 shares       $3.11(2)        $820,218.96(2)       $75.46

1999 Employee Stock Purchase Plan
Common Stock, $0.000225 par value      75,353 shares       $3.11(2)        $234,347.83(2)       $21.56
                                      --------------                                            ------
                                      339,089 shares
                                      ==============
  Aggregate Registration Fee                                                                    $97.02
                                                                                                ======
============================================================================================================
</TABLE>

  (1)   This Registration Statement shall also cover any additional shares of
        Common Stock which become issuable under the 1999 Stock Incentive Plan
        and the 1999 Employee Stock Purchase Plan by reason of any stock
        dividend, stock split, recapitalization or other similar transaction
        effected without the Registrant's receipt of consideration which results
        in an increase in the number of the outstanding shares of Registrant's
        Common Stock.

  (2)   Calculated solely for purposes of this offering under Rule 457(h) of the
        Securities Act of 1933, as amended, on the basis of the average of the
        high and low selling prices per share of Registrant's Common Stock on
        March 26, 2002, as reported by the Nasdaq National Market.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

        Tickets.com, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "Commission"):

       (a)    The Registrant's Annual Report on Form 10-K for the fiscal year
              ended December 31, 2001, filed with the Commission on April 1,
              2002;

       (b)    The Registrant's Current Reports on Form 8-K, filed with the
              Commission on March 18, 2002 and March 29, 2002; and

       (c)    The Registrant's Registration Statement No. 000-27893 on Form
              8-A12G filed with the Commission on November 1, 1999, in which are
              described the terms, rights and provisions applicable to the
              Registrant's outstanding Common Stock.

        All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which de-registers all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

        Not Applicable.

Item 5. Interests of Named Experts and Counsel

        Not Applicable.

Item 6. Indemnification of Directors and Officers

        Section 145 of the Delaware General Corporation Law permits
indemnification of officers and directors of the Registrant under certain
conditions and subject to certain limitations. Section 145 of the Delaware
General Corporation Law also provides that a corporation has the power to
purchase and maintain insurance on behalf of its officers and directors against
any liability asserted against such person and incurred by him or her in such
capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify him or her against such liability
under the provisions of Section 145 of the Delaware General Corporation Law.

        Article VII, Section I of the Restated Bylaws of the Registrant provides
that the Registrant shall indemnify its directors and executive officers to the
fullest extent not prohibited by the Delaware General Corporation Law. The
rights to indemnity thereunder continue as to a person who has ceased to be a
director, officer, employee or agent and inure to the benefit of the heirs,
executors and administrators of the person. In addition, expenses incurred by a
director or executive officer in defending any civil, criminal, administrative
or investigative action, suit or proceeding by reason of the fact that he or she
is or was a director or officer of the Registrant (or was serving at the
Registrant's request as a director or officer of another corporation) shall be
paid by the Registrant in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of that director or
officer to repay such amount if it shall ultimately be determined that he or she
is not entitled to be indemnified by the Registrant as authorized by the
relevant section of the Delaware General Corporation Law.



                                      II-1
<PAGE>

        As permitted by Section 102(b)(7) of the Delaware General Corporation
Law, Article V, Section (A) of the Registrant's Restated Certificate of
Incorporation provides that a director of the Registrant shall not be personally
liable for monetary damages for breach of fiduciary duty as a director, except
for liability (i) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
acts or omissions that involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for
any transaction from which the director derived any improper personal benefit.

        The Registrant has entered into indemnification agreements with each of
its directors and executive officers. Generally, the indemnification agreements
attempt to provide the maximum protection permitted by Delaware law as it may be
amended from time to time. Moreover, the indemnification agreements provide for
certain additional indemnification. Under such additional indemnification
provisions, however, an individual will not receive indemnification for
judgments, settlements or expenses if he or she is found liable to the
Registrant (except to the extent the court determines he or she is fairly and
reasonably entitled to indemnity for expenses), for settlements not approved by
the Registrant or for settlements and expenses if the settlement is not approved
by the court. The indemnification agreements provide for the Registrant to
advance to the individual any and all reasonable expenses (including legal fees
and expenses) incurred in investigating or defending any such action, suit or
proceeding. In order to receive an advance of expenses, the individual must
submit to the Registrant copies of invoices presented to him or her for such
expenses. Also, the individual must repay such advances upon a final judicial
decision that he or she is not entitled to indemnification.

        The Registrant has purchased liability insurance for its directors and
officers. The Registrant intends to enter into additional indemnification
agreements with each of its directors and executive officers to effectuate these
indemnity provisions.

Item 7. Exemption from Registration Claimed

        Not Applicable.

Item 8. Exhibits

<TABLE>
<CAPTION>
Exhibit Number     Exhibit
--------------     -------
<S>                <C>
       4           Instruments Defining the Rights of Stockholders. Reference is
                   made to Registrant's Registration Statement No. 000-27893 on
                   Form 8-A12G, together with any exhibits thereto, which are
                   incorporated herein by reference pursuant to Item 3(b) to
                   this Registration Statement.

       5           Opinion and consent of Hewitt & O'Neil LLP.

      23.1         Consent of Arthur Andersen LLP, Independent Public
                   Accountants.

      23.2         Consent of Hewitt & O'Neil LLP is contained in Exhibit 5.

      24           Power of Attorney. Reference is made to the Signature Page of
                   this Registration Statement.

      99.1         1999 Stock Incentive Plan.

      99.2         1999 Employee Stock Purchase Plan.
</TABLE>

Item 9. Undertakings

        A. The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement: (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-




                                      II-2
<PAGE>

effective amendment any of the securities being registered which remain unsold
at the termination of the Registrant's 1999 Stock Incentive Plan and the 1999
Employee Stock Purchase Plan.

        B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        C. Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 or otherwise,
the Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.



                                      II-3
<PAGE>

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Costa Mesa, State of California on this 26th day
of March, 2002.

                                                   TICKETS.COM, INC.


                                                   By: /s/ Ronald Bension
                                                      --------------------------
                                                       Ronald Bension
                                                       Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

        That the undersigned officers and directors of Tickets.com, Inc., a
Delaware corporation, do hereby constitute and appoint Ronald Bension and Eric
P. Bauer and each of them, the lawful attorneys-in-fact and agents with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and any one of them, determine may
be necessary or advisable or required to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms that all said
attorneys and agents, or any one of them, shall do or cause to be done by virtue
hereof. This Power of Attorney may be signed in several counterparts.

        IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
           SIGNATURE                         TITLE                         DATE
           ---------                         -----                         ----
<S>                                 <C>                                <C>
/s/ C. Ian Sym-Smith                Co-Chairman of the Board           March 26, 2002
------------------------------
C. Ian Sym-Smith


/s/ W. Thomas Gimple                Co-Chairman of the Board           March 26, 2002
------------------------------
W. Thomas Gimple


/s/ Ronald Bension                  Chief Executive Officer and        March 26, 2002
------------------------------      Director (Principal Executive
Ronald Bension                      Officer)
</TABLE>



                                      II-4
<PAGE>

<TABLE>
<CAPTION>
           SIGNATURE                         TITLE                         DATE
           ---------                         -----                         ----
<S>                                 <C>                                <C>
/s/ Eric P. Bauer                   Executive Vice President and       March 26, 2002
------------------------------      Chief Financial Officer
Eric P. Bauer                       (Principal Financial and
                                    Accounting Officer)


/s/ Braden R. Kelly                 Director                           March 26, 2002
------------------------------
Braden R. Kelly


/s/ Nicholas E. Sinacori            Director                           March 26, 2002
------------------------------
Nicholas E. Sinacori


                                    Director                           March ___, 2002
------------------------------
J. L. Davies


/s/ Thomas Heymann                  Director                           March 26, 2002
------------------------------
Thomas Heymann
</TABLE>


                                      II-5

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                                TICKETS.COM, INC.


<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number     Exhibit
--------------     -------
<S>                <C>
       4           Instruments Defining the Rights of Stockholders. Reference is
                   made to Registrant's Registration Statement No. 000-27893 on
                   Form 8-A12G, together with any exhibits thereto, which are
                   incorporated herein by reference pursuant to Item 3(b) to
                   this Registration Statement.

       5           Opinion and consent of Hewitt & O'Neil LLP.

      23.1         Consent of Arthur Andersen LLP, Independent Public
                   Accountants.

      23.2         Consent of Hewitt & O'Neil LLP is contained in Exhibit 5.

      24           Power of Attorney. Reference is made to the Signature Page of
                   this Registration Statement.

      99.1         1999 Stock Incentive Plan.

      99.2         1999 Employee Stock Purchase Plan.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "a80442s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 21018}]
{"company-data": {"conformed-name": "TICKETS COM INC", "cik": "0001038083", "assigned-sic": "7900", "irs-number": "061424841", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85260", "film-number": "02595410"}, "business-address": {"street1": "555 ANTON BLVD 12TH FL", "city": "COSTA MESA", "state": "CA", "zip": "92626", "phone": "7143275400"}, "mail-address": {"street1": "4675 MACARTHUR CT", "street2": "SUITE 1400", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660"}, "former-company": {"former-conformed-name": "ADVANTIX INC", "date-changed": "19990202"}}
As filed with the Securities and Exchange Commission on April 1, 2002

                                                    Registration No. 333-_______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                   ----------

                                TICKETS.COM, INC.
             (Exact name of registrant as specified in its charter)

             DELAWARE                                    06-1424841
   (State or other jurisdiction                (IRS Employer Identification No.)
of incorporation or organization)

                         555 ANTON BOULEVARD, 11TH FLOOR
                          COSTA MESA, CALIFORNIA 92626
               (Address of principal executive offices) (Zip Code)

                                   ----------

                            1999 STOCK INCENTIVE PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

                                   ----------

                                 RONALD BENSION
                             CHIEF EXECUTIVE OFFICER
                                TICKETS.COM, INC.
                         555 ANTON BOULEVARD, 11TH FLOOR
                          COSTA MESA, CALIFORNIA 92626
                     (Name and address of agent for service)

                                 (714) 327-5400
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
=========================================================================================================
                                                         Proposed          Proposed
                                                         Maximum           Maximum
    Title of Securities to be        Amount to be      Offering Price      Aggregate         Amount of
            Registered               Registered(1)       per Share       Offering Price   Registration Fee
---------------------------------------------------------------------------------------------------------
1999 Stock Incentive Plan
Common Stock, $0.000225 par value     263,736 shares       $3.11(2)        $820,218.96(2)       $75.46

1999 Employee Stock Purchase Plan
Common Stock, $0.000225 par value      75,353 shares       $3.11(2)        $234,347.83(2)       $21.56
                                      --------------                                            ------
                                      339,089 shares
                                      ==============
  Aggregate Registration Fee                                                                    $97.02
                                                                                                ======
============================================================================================================
(1)   This Registration Statement shall also cover any additional shares of
        Common Stock which become issuable under the 1999 Stock Incentive Plan
        and the 1999 Employee Stock Purchase Plan by reason of any stock
        dividend, stock split, recapitalization or other similar transaction
        effected without the Registrant's receipt of consideration which results
        in an increase in the number of the outstanding shares of Registrant's
        Common Stock.

  (2)   Calculated solely for purposes of this offering under Rule 457(h) of the
        Securities Act of 1933, as amended, on the basis of the average of the
        high and low selling prices per share of Registrant's Common Stock on
        March 26, 2002, as reported by the Nasdaq National Market.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

        Tickets.com, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "Commission"):

       (a)    The Registrant's Annual Report on Form 10-K for the fiscal year
              ended December 31, 2001, filed with the Commission on April 1,
              2002;

       (b)    The Registrant's Current Reports on Form 8-K, filed with the
              Commission on March 18, 2002 and March 29, 2002; and

       (c)    The Registrant's Registration Statement No. 000-27893 on Form
              8-A12G filed with the Commission on November 1, 1999, in which are
              described the terms, rights and provisions applicable to the
              Registrant's outstanding Common Stock.

        All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which de-registers all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

        Not Applicable.

Item 5. Interests of Named Experts and Counsel

        Not Applicable.

Item 6. Indemnification of Directors and Officers

        Section 145 of the Delaware General Corporation Law permits
indemnification of officers and directors of the Registrant under certain
conditions and subject to certain limitations. Section 145 of the Delaware
General Corporation Law also provides that a corporation has the power to
purchase and maintain insurance on behalf of its officers and directors against
any liability asserted against such person and incurred by him or her in such
capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify him or her against such liability
under the provisions of Section 145 of the Delaware General Corporation Law.

        Article VII, Section I of the Restated Bylaws of the Registrant provides
that the Registrant shall indemnify its directors and executive officers to the
fullest extent not prohibited by the Delaware General Corporation Law. The
rights to indemnity thereunder continue as to a person who has ceased to be a
director, officer, employee or agent and inure to the benefit of the heirs,
executors and administrators of the person. In addition, expenses incurred by a
director or executive officer in defending any civil, criminal, administrative
or investigative action, suit or proceeding by reason of the fact that he or she
is or was a director or officer of the Registrant (or was serving at the
Registrant's request as a director or officer of another corporation) shall be
paid by the Registrant in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of that director or
officer to repay such amount if it shall ultimately be determined that he or she
is not entitled to be indemnified by the Registrant as authorized by the
relevant section of the Delaware General Corporation Law.

                                      II-1
As permitted by Section 102(b)(7) of the Delaware General Corporation
Law, Article V, Section (A) of the Registrant's Restated Certificate of
Incorporation provides that a director of the Registrant shall not be personally
liable for monetary damages for breach of fiduciary duty as a director, except
for liability (i) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
acts or omissions that involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for
any transaction from which the director derived any improper personal benefit.

        The Registrant has entered into indemnification agreements with each of
its directors and executive officers. Generally, the indemnification agreements
attempt to provide the maximum protection permitted by Delaware law as it may be
amended from time to time. Moreover, the indemnification agreements provide for
certain additional indemnification. Under such additional indemnification
provisions, however, an individual will not receive indemnification for
judgments, settlements or expenses if he or she is found liable to the
Registrant (except to the extent the court determines he or she is fairly and
reasonably entitled to indemnity for expenses), for settlements not approved by
the Registrant or for settlements and expenses if the settlement is not approved
by the court. The indemnification agreements provide for the Registrant to
advance to the individual any and all reasonable expenses (including legal fees
and expenses) incurred in investigating or defending any such action, suit or
proceeding. In order to receive an advance of expenses, the individual must
submit to the Registrant copies of invoices presented to him or her for such
expenses. Also, the individual must repay such advances upon a final judicial
decision that he or she is not entitled to indemnification.

        The Registrant has purchased liability insurance for its directors and
officers. The Registrant intends to enter into additional indemnification
agreements with each of its directors and executive officers to effectuate these
indemnity provisions.

Item 7. Exemption from Registration Claimed

        Not Applicable.

Item 8. Exhibits
Exhibit Number     Exhibit
--------------     -------
4           Instruments Defining the Rights of Stockholders. Reference is
                   made to Registrant's Registration Statement No. 000-27893 on
                   Form 8-A12G, together with any exhibits thereto, which are
                   incorporated herein by reference pursuant to Item 3(b) to
                   this Registration Statement.

       5           Opinion and consent of Hewitt & O'Neil LLP.

      23.1         Consent of Arthur Andersen LLP, Independent Public
                   Accountants.

      23.2         Consent of Hewitt & O'Neil LLP is contained in Exhibit 5.

      24           Power of Attorney. Reference is made to the Signature Page of
                   this Registration Statement.

      99.1         1999 Stock Incentive Plan.

      99.2         1999 Employee Stock Purchase Plan.
Item 9. Undertakings

        A. The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement: (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-

                                      II-2
effective amendment any of the securities being registered which remain unsold
at the termination of the Registrant's 1999 Stock Incentive Plan and the 1999
Employee Stock Purchase Plan.

        B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        C. Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 or otherwise,
the Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-3
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Costa Mesa, State of California on this 26th day
of March, 2002.

                                                   TICKETS.COM, INC.

                                                   By: /s/ Ronald Bension
                                                      --------------------------
                                                       Ronald Bension
                                                       Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

        That the undersigned officers and directors of Tickets.com, Inc., a
Delaware corporation, do hereby constitute and appoint Ronald Bension and Eric
P. Bauer and each of them, the lawful attorneys-in-fact and agents with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and any one of them, determine may
be necessary or advisable or required to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms that all said
attorneys and agents, or any one of them, shall do or cause to be done by virtue
hereof. This Power of Attorney may be signed in several counterparts.

        IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE                         TITLE                         DATE
           ---------                         -----                         ----
/s/ C. Ian Sym-Smith                Co-Chairman of the Board           March 26, 2002
------------------------------
C. Ian Sym-Smith

/s/ W. Thomas Gimple                Co-Chairman of the Board           March 26, 2002
------------------------------
W. Thomas Gimple

/s/ Ronald Bension                  Chief Executive Officer and        March 26, 2002
------------------------------      Director (Principal Executive
Ronald Bension                      Officer)
II-4
SIGNATURE                         TITLE                         DATE
           ---------                         -----                         ----
/s/ Eric P. Bauer                   Executive Vice President and       March 26, 2002
------------------------------      Chief Financial Officer
Eric P. Bauer                       (Principal Financial and
                                    Accounting Officer)

/s/ Braden R. Kelly                 Director                           March 26, 2002
------------------------------
Braden R. Kelly

/s/ Nicholas E. Sinacori            Director                           March 26, 2002
------------------------------
Nicholas E. Sinacori

                                    Director                           March ___, 2002
------------------------------
J. L. Davies

/s/ Thomas Heymann                  Director                           March 26, 2002
------------------------------
Thomas Heymann
II-5
SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                                TICKETS.COM, INC.
EXHIBIT INDEX
Exhibit Number     Exhibit
--------------     -------
4           Instruments Defining the Rights of Stockholders. Reference is
                   made to Registrant's Registration Statement No. 000-27893 on
                   Form 8-A12G, together with any exhibits thereto, which are
                   incorporated herein by reference pursuant to Item 3(b) to
                   this Registration Statement.

       5           Opinion and consent of Hewitt & O'Neil LLP.

      23.1         Consent of Arthur Andersen LLP, Independent Public
                   Accountants.

      23.2         Consent of Hewitt & O'Neil LLP is contained in Exhibit 5.

      24           Power of Attorney. Reference is made to the Signature Page of
                   this Registration Statement.

      99.1         1999 Stock Incentive Plan.

      99.2         1999 Employee Stock Purchase Plan.