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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ROOM PLUS, INC.
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(Exact name of Registrant as specified in its charter)
New York 11-2622051
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(State of incorporation or (I.R.S. Employer
organization) Identification No.)
91 Michigan Avenue
Paterson, New Jersey 07503
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(Address of principal (Zip Code)
executive offices)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
debt securities and is debt securities and is to
effective upon filing become effective simultaneously
pursuant to General with the effectiveness of a
Instruction A(c)(1) concurrent registration
please check the following statement under the Securities
box. / / 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:
Name of each Exchange on
Title of each class to which each class is to be
be so registered registered
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Common Stock, par value Boston Stock Exchange
$0.00133 per share
Redeemable Common Stock Boston Stock Exchange
Purchase Warrants
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.00133 per share
Redeemable Common Stock Purchase Warrants
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Item 1: Description of Registrant's Securities to be Registered.
The Securities to be registered hereunder are common stock, par value
$0.00133 per share (the "Common Stock") and redeemable Common Stock purchase
warrants (the "Warrants"), of Room Plus, Inc. (the "Company"). A description of
the Common Stock and the Warrants is set forth under the caption "Description of
Securities" commencing on page 35 of Amendment No. 3 of the Company's
Registration Statement on Form SB-2 (file no. 333-10483) (the "Securities Act
Registration Statement"), relating to the proposed offering and sale of up to
1,100,000 shares of Common Stock and 2,200,000 Warrants that was filed with the
Securities and Exchange Commission on October 18, 1996.
Item 2: Exhibits.
The following exhibits are filed as a part of this Registration
Statement and are incorporated by reference to the exhibits in the Securities
Act Registration Statement:
Exhibit No. Description
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1 Amendment No. 3 to the Company's Registration
Statement on Form SB-2 as filed with the Securities
and Exchange Commission on October 18, 1996.
2 Certificate of Incorporation of the Company, as
amended.
3 Restated and Amended By-Laws of the Company.
4 Form of Warrant issued by the Company to Allan J.
Socher, Theodore Shapiro, Marc I. Zucker and Kirlin
Securities, Inc.
5 Form of Warrant issued by the Company to Mark Rubin.
6 Form of Representative's Warrant Agreement between
the Company and The Thornwater Company, L.P., as
Representative of the Underwriters, with form of
warrant attached.
2
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7 Form of Warrant Agreement between the Company and
American Stock Transfer & Trust Company, with form
of warrant attached.
3
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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, thereto duly authorized.
ROOM PLUS, INC.
By: /s/ Marc Zucker
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Marc Zucker
Chairman and Chief Executive
Officer
Dated: October 22, 1996
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INDEX TO EXHIBITS
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<CAPTION>
Sequentially
Numbered
Exhibit No. Description Page
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<S> <C> <C>
1 Amendment No. 3 to the Company's
Registration Statement on Form
SB-2 as filed with the Securities
and Exchange Commission on
October 18, 1996.
2 Certificate of Incorporation of the Incorporated by reference to
Company, as amended. Exhibit 3.1 of the Securities Act
Registration Statement
3 Restated and Amended By-Laws of the Incorporated by reference to
Company. Exhibit 3.2 of the Securities Act
Registration Statement
4 Form of Warrant issued by the Company to Incorporated by reference to
Allan J. Socher, Theodore Shapiro, Exhibit 4.3 of the Securities Act
Marc I. Zucker and Kirlin Securities, Inc. Registration Statement
5 Form of Warrant issued by the Company to Incorporated by reference to
Mark Rubin. Exhibit 4.4 of the Securities Act
Registration Statement
6 Form of Representative's Warrant Incorporated by reference to
Agreement between the Company and Exhibit 4.1 of the Securities Act
The Thornwater Company, L.P., as Registration Statement
Representative of the Underwriters,
with form of warrant attached.
7 Form of Warrant Agreement between Incorporated by reference to
the Company and American Stock Exhibit 4.2 of the Securities Act
Transfer & Trust Company, with Registration Statement
form of warrant attached.
5
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