FOREFRONT GROUP INC/DE
8-A12G/A, 1996-05-29
PREPACKAGED SOFTWARE
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                FORM 8-A/A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

                     PURSUANT TO SECTION 12(b) OR (g) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                            THE FOREFRONT GROUP, INC.
- ---------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


            Delaware                                     76-0365256
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(State of incorporation or organization) (I.R.S. Employer Identification No.)


       1360 POST OAK BOULEVARD
           SUITE 1660
         HOUSTON, TEXAS                                           77056
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(Address of principal executive office)                        (Zip Code)

IF THIS FORM RELATES TO THE  REGISTRATION  OF A CLASS OF DEBT  SECURITIES AND IS
EFFECTIVE UPON FILING PURSUANT TO GENERAL INSTRUCTION A.(C)(1), PLEASE CHECK THE
FOLLOWING BOX. |_|

IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF DEBT SECURITIES AND IS TO
BECOME  EFFECTIVE   SIMULTANEOUSLY   WITH  THE  EFFECTIVENESS  OF  A  CONCURRENT
REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OF 1933  PURSUANT TO GENERAL
INSTRUCTION A.(C)(2), PLEASE CHECK THE FOLLOWING BOX. |_|

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

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
- ---------------------------------------------------------------------------
                                (Title of Class)


                                       -1-


<PAGE>  2

     ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

     The  description of the securities to be registered  that appears under the
caption "Description of Securities" in the Registrant's  Registration  Statement
on Form SB-2  (No.  33-97798-D),  as  amended,  filed  with the  Securities  and
Exchange Commission on October 5, 1995 is incorporated herein by reference.

     ITEM 2.  EXHIBITS.

     The following documents, which are on file with the Securities and Exchange
Commission, are incorporated herein by reference:

1.   The Registrant's  Registration Statement on Form SB-2 (No. 33-97798-D),  as
     amended,  filed with the Securities  and Exchange  Commission on October 5,
     1995.

2.   Amended and Restated  Certificate of Incorporation of the Registrant (filed
     as Exhibit 3.1 of the Registrant's Registration Statement on Form SB-2 (No.
     33-97798-D),  as amended, filed with the Securities and Exchange Commission
     on October 5, 1995).

3.   Bylaws  of the  Registrant  (filed  as  Exhibit  3.2  of  the  Registrant's
     Registration  Statement on Form SB-2 (No.  33-97798-D),  as amended,  filed
     with the Securities and Exchange Commission on October 5, 1995).

4.   Specimen Common Stock Certificate (filed as Exhibit 4.1 of the Registrant's
     Registration  Statement on Form SB-2 (No.  33-97798-D),  as amended,  filed
     with the Securities and Exchange Commission on October 5, 1995).









                                       -2-



<PAGE>  3

                                    SIGNATURE

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, as amended, the Registrant has duly caused this Registration  Statement
on Form 8-A to be  signed  on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                          THE FOREFRONT GROUP, INC., a Delaware corporation



                          By:      /s/ David Sikora
                                   -----------------------------------------
                                  David Sikora
                                   President and Chief Financial Officer

Dated: May 29, 1996





                                       -3-




<PAGE>  4

                                INDEX TO EXHIBITS


     Exhibit No.                              Description

1    The Registrant's  Registration Statement on Form SB-2 (No. 33- 97798-D), as
     amended,  filed with the Securities  and Exchange  Commission on October 5,
     1995.

2    Amended  and  Restated  Certificate  of  Incorporation  of  the  Registrant
     (incorporated by reference to Exhibit 3.1 filed as part of the Registrant's
     Registration  Statement on Form SB-2 (No.  33-97798-D),  as amended,  filed
     with the Securities and Exchange Commission on October 5, 1995).

3    Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 filed as
     part  of  the  Registrant's   Registration  Statement  on  Form  SB-2  (No.
     33-97798-D),  as amended, filed with the Securities and Exchange Commission
     on October 5, 1995).

4    Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1
     filed as part of the Registrant's  Registration Statement on Form SB-2 (No.
     33-97798-D),  as amended, filed with the Securities and Exchange Commission
     on October 5, 1995).

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