<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
ALL AMERICAN FOOD GROUP, INC
- ------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
New Jersey 22-32595558
- --------------------------------------------------- --------------------------------------------
(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER
OR ORGANIZATION) IDENTIFICATION NO.)
9 Law Drive, Fairfield, New Jersey 07006
- --------------------------------------------------- --------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
------------------- ------------------------------
<S> <C>
None None
</TABLE>
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(g) OF THE ACT:
Common Stock, no par value
--------------------------
(TITLE OF CLASS)
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the common stock, no par value, of All American Food
Group, Inc. (the "Company") to be registered hereunder found under the heading
"Description of Securities --Common Stock" in the Prospectus included within
the Company's Registration Statement on Form SB-2 (File Number 333-4490), as
amended, is hereby incorporated by reference herein.
ITEM 2. EXHIBITS.
A. Form of Second Restated Certificate of Incorporation of the
Company (filed as Exhibit 3.3 to the Company's
Registration Statement on Form SB-2 (File 333-4490), as
amended and incorporated herein by reference).
B. Form of Second Amended and Restated By-Laws of the Company
(filed as Exhibit 3.5 to the Company's Registration
Statement on Form SB-2 (File No. 333-4490), as amended and
incorporated herein by reference).
C. Form of Specimen of Common Stock Certificate (filed as Exhibit
4.1 to the Company's Registration Statement on Form SB-2
(File No. 333-4490), as amended and incorporated herein by
reference).
2
<PAGE> 3
SIGNATURES
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.
ALL AMERICAN FOOD GROUP, INC.
Date: November 25, 1996 By: /s/ ANDREW THORNBURN
-----------------------------
Andrew Thorburn
President and Chief Executive Officer
3
<PAGE> 4
EXHIBIT INDEX
A. Form of Second Restated Certificate of Incorporation of the
Company (filed as Exhibit 3.3 to the Company's
Registration Statement on Form SB-2 (File No. 333-4490), as
amended and incorporated herein by reference).
B. Form of Second Amended and Restated By-Laws of the Company
(filed as Exhibit 3.5 to the Company's Registration Statement
on Form SB-2 (File No. 333-4490), as amended and incorporated
herein by reference).
C. Form of Specimen of Common Stock Certificate (filed as Exhibit
4.1 to the Company's Registration Statement on Form SB-2
(File No. 333-4490), as amended and incorporated herein by
reference).
4
