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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Grand Prix Association of Long Beach, Inc.
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(Exact name of registrant as specified in its charter)
California 95-2945353
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(State of Incorporation or organization) (IRS employer
Identification No.)
3000 Pacific Avenue, Long Beach, CA 90806
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(Address of principal executive offices) (zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered Each class is to be registered
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None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
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This registration statement relates to the registration with the
Securities and Exchange Commission of shares of Common Stock, without par value
(the "Common Stock"), of Grand Prix Association of Long Beach, Inc., a
California corporation (the "Registrant" or the "Company"). The Company's
Articles of Incorporation authorizes the issuance of 20,000,000 shares of common
stock, no par value (the "Common Stock"), of which 1,978,090 shares were issued
and outstanding as of March 31, 1996. On any matter other than the election of
directors holders of shares of Common Stock are entitled to one vote for each
share on all matters to be voted on by the shareholders. Effective upon the
Company becoming a "listed" company pursuant to Section 301.5 of the California
Corporations Code, the Company's by-laws provide for the elimination of
cumulative voting rights with respect to the election of directors. Holders of
shares of Common Stock are entitled to share ratably in dividends, if any, as
may be declared, from time to time, by the Board of Directors in its discretion,
from funds legally available therefor. In the event of a liquidation,
dissolution or winding up of the Company, the holders of shares of Common Stock
are entitled to share pro rata in all assets remaining after payment in full of
all liabilities and after full payment of all liquidation preferences of the
holders of the Series A Convertible Preferred Stock and the Series B Convertible
Preferred Stock. Holders of Common Stock have no preemptive rights to purchase
the Company's Common Stock. There are no conversion rights or redemption or
sinking fund provisions with respect to the Common Stock. All of the outstanding
shares of Common Stock are fully paid and non-assessable. As of March 31, 1996
there were 190 holders of the Company's Common Stock.
Item 2. Exhibits
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1. Specimen of Certificate representing Registrant's Common Stock
(Incorporated by reference to Exhibit 4.1 of Pre-Effective
Amendment No. 1 to Form SB-2 Registration Statement filed with
the Commission on June 17, 1996)
2.1 Restated Articles of Incorporation of Registrant (Incorporated
by reference to Exhibit 3.1 of Form SB-2 Registration Statement
of Registrant filed with the Commission on May 17, 1996)
2.2 Certificate of Correction of Restated Articles of Incorporation
(Incorporated by reference to Exhibit 3.2 of Pre-Effective
Amendment No. 1 to Form SB-2 Registration Statement filed with
the Commission on June 17, 1996)
2.3 Restated Bylaws of Registrant (Incorporated by reference to
Exhibit 3.3 of Form SB-2 Registration Statement filed with the
Commission on May 17, 1996)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this Amendment to Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
Grand Prix Association of Long Beach, Inc.
(Registrant)
Dated: June 24, 1996 By: /s/ Christopher R. Pook
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Christopher R. Pook,
Chairman of the Board and President
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