WORLDWIDE ENTERTAINMENT & SPORTS CORP
8-A12G, 1996-10-18
AMUSEMENT & RECREATION SERVICES
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                       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

                     WORLDWIDE ENTERTAINMENT & SPORTS CORP.
             (Exact name of Registrant as specified in its charter)

               Delaware                                22-3393152
(State of incorporation or organization) (IRS Employer Identification Number)

  29 Northfield Avenue, West Orange, NJ                  07052
 (Address of principal executive offices)              (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

                                      NONE

Securities to be registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.01 per share
                                (title of Class)

                              Redeemable Warrants
                                (title of Class)

   Units (consisting of one share of Common Stock and one Redeemable Warrant)
                                (title of Class)


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Item 1. Description of Registrant's Securities to be Registered.

     Worldwide  Entertainment & Sports Corp. (the "Registrant") is authorized to
issue  20,000,000  shares of Common  Stock,  par value  $.01 per share  ("Common
Stock")  and   1,750,000   Redeemable   Warrants   ("Redeemable   Warrants").  A
description  of Registrant's  Common Stock and  Redeemable Warrants is set forth
under  "Description of  Securities" in  Registrant's  Registration  Statement on
Form   SB-2  (File   No.  333-8855)  (the  "Registration  Statement")  and  such
description is incorporated herein by reference.

Item 2. Exhibits.

          4.1  Specimen  certificate  evidencing  shares of Registrant's  Common
               Stock (1)

          4.2  Certificate of Incorporation of Registrant, as amended (1)

          4.3  By-laws of Registrant (1)

          4.4  Form of  Redeemable  Warrant  Agreement  between  Registrant  and
               American Stock Transfer & Trust Company, as warrant agent (1)

          4.5  "Description  of Securities" on pages 35-36 of Amendment No. 5 to
               the Registration Statement (1)

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(1)  Heretofore  filed as an Exhibit  to the  Registration  Statement,  SEC File
     Number 333-8855, and incorporated herein by reference.



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                                   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, thereunto duly authorized.

                                       WORLDWIDE ENTERTAINMENT & SPORTS CORP.

                                       By: /s/ Marc Roberts
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                                           Marc Roberts
                                           President and Chief Executive Officer


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