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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
ML DIRECT, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3842020
(State of or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
300 Park Avenue
Suite 1700
New York, NY 10022
(Address of Principal) (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:
Units, consisting of two (2) shares of Common Stock,
par value $.0001 per share, and one (1) Class A
Redeemable Common Stock Purchase Warrant
Common Stock, par value $.0001 per share
Class A Redeemable Common Stock Purchase Warrant
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Item 1. Description of Registrant's Securities to be Registered.
Incorporated herein by reference to the section entitled "Description
of Securities" contained on pages 29-31 of Amendment No. 5 to the
Company's Registration Statement filed on Form SB-2 (Registration No.
333-3162) filed on August 14, 1996. The "Description of Securities"
section contained in the prospectus to be filed pursuant to Rule 424(b)
under the Securities Act, is also hereby incorporated by reference.
Item 2. Exhibits.
Exhibit
Document No.
- -------- -------
(a) Form of Underwriting Agreement.***** 1.01
(b) Form of Selected Dealers Agreement.***** 1.02
(c) Certificate of Incorporation of the Company.* 3.01
(d) Certificate of Correction of the Company.* 3.02
(e) Form of Certificate of Designation of Series A 3.03
Redeemable Convertible Preferred Stock.*
(f) By-Laws of the Company.* 3.04
(g) Form of Warrant Agreement by and among the Company 4.01
and American Stock Transfer & Trust Company.*****
(h) Form of Representative's Purchase Option.***** 4.02
(i) Opinion of Bernstein & Wasserman LLP, counsel to 5.01
the Company.*****
(j) Form of Series A Preferred Stock Subscription 10.01
Agreement.*
(k) Consent of Bernstein & Wasserman, LLP***** 23.01
(included in Exhibit 5.01).
(l) Consent of Moore Stephens, P.C., formerly known as 23.02
Mortenson & Associates, P.C.******
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* Incorporated herein by reference to the Company's Registration
Statement, Registration No. 333-3162 as filed with the Securities and
Exchange Commission on April 4, 1996 at the exhibit number set forth
opposite such document.
** Incorporated herein by reference to Amendment No. 1 to the Company's
Registration Statement, Registration No. 333-3162 as filed with the
Securities and Exchange Commission on May 17, 1996 at the exhibit
number set forth opposite such document.
*** Incorporated herein by reference to Amendment No. 2 to the Company
Registration Statement, Registration No. 333-3162 as filed with the
Securities and Exchange Commission on June 4, 1996, at the exhibit
number set forth opposite such document.
**** Incorporated herein by reference to Amendment No. 3 to the Company's
Registration Statement, Registration No. 333-3162 as filed with the
Securities and Exchange Commission on June 14, 1996.
***** Incorporated herein by reference to Amendment No. 4 to the Company's
Registration Statement, No. 333-3162 as filed with the Securities and
Exchange Commission on August 2, 1996.
****** Incorporated herein by reference to Amendment No. 5 to the Company's
Registration Statement, Registration No. 333-3162 as filed with the
Securities and Exchange Commission on August 14, 1996.
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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.
ML DIRECT, INC.
By: /s/ Nancy Shalek
------------------------
Name: Nancy Shalek
Title: Chairman of the Board
Dated: August 15, 1996
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