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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
PERRY'S MAJESTIC BEER, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-3314168
(State of or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
134 Morgan Avenue
Brooklyn, NY 11237
(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:
Common Stock, par value $.0001 per share
Item 1. Description of Registrant's Securities to be Registered.
Incorporated herein by reference to the section entitled "Description
of Securities" contained on pages 38-39 of Amendment No. 3 to the
Company's Registration Statement filed on Form SB-2 (Registration No.
333-3458) filed on July 24, 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) Amendment of Certificate of Incorporation.* 3.02
(e) By-Laws of the Company.* 3.03
(f) Form of Certificate of Designation of Series A 3.04
Preferred Stock.****
(g) Form of Certificate of Designation of Series B 3.05
Preferred Stock.****
(h) Specimen Certificate for shares of Common Stock.**** 4.01
(i) Form of Representative's Share Purchase Option.**** 4.04
(j) Opinion of Bernstein & Wasserman, counsel to the 5.01
Company.****
(k) Bridge Loan Agreements and Related Promissory Notes.** 10.01
(l) 1996 Stock Plan.**** 10.02
(m) Agreement by and between the Company and Riverosa dated 10.03
March 31, 1996.*
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(n) Form of Financial Consulting Agreement by and between the 10.04
Company and VTR Capital, Inc.*
(o) Agreement by and between the Company and Frankenmuth** 10.05
Brewery
(p) Agreement by and between the Company and Hoboken*** 10.06
Brewing Company dated July 15, 1996
(q) Employment Agreement by and between the Company and 10.07
Robert J. Sipper dated April 4, 1996.****
(r) Employment Agreement by and between the Company and 10.08
Mark Butler dated April 4, 1996.****
(s) Consent of Bernstein & Wasserman, LLP**** 23.01
(to be included in Exhibit 5.01).
(t) Consent of Moore Stephens, PC**** 23.02
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* Incorporated herein by reference to the Company's Registration Statement,
Registration No. 333-3458 as filed with the Securities and Exchange
Commission on April 11, 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. 333-3458 as filed with the
Securities and Exchange Commission on May 23, 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. 333-3458 as filed with the
Securities and Exchange Commission on July 17, 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. 333-3458 as filed with the
Securities and Exchange Commission on July 24, 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.
PERRY'S MAJESTIC BEER, INC.
By:
------------------------------------------
Name: Robert Sipper
Title: Chief Executive Officer
Dated: July 24, 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.
PERRY'S MAJESTIC BEER, INC.
By: /s/ Robert Sipper
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Name: Robert Sipper
Title: Chief Executive Officer
Dated: July 24, 1996
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