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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
RETROSPETTIVA, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-4298051
(State (jurisdiction) of (IRS Employer Identification
incorporation or organization) Number)
8825 WEST OLYMPIC BLVD.
BEVERLY HILLS, CALIFORNIA 90211
(310) 657-4488 90211
(Address of principal executive offices) (Zip Code)
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(b) of the Act: None.
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value; Common Stock Purchase Warrants
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DESCRIPTION OF SECURITIES
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Registrant's Registration Statement on Form SB-2 under the Securities Act
of 1933, No. 333-29295, filed on June 13, 1997 and as amended from time to time
thereafter, is incorporated herein by reference, including specifically,
"Description of Securities", contained therein.
ITEM 2. EXHIBITS
1 1.1 Specimen Certificate for no par value Common Stock of the
Registrant
1.2 Specimen Warrant Certificate is incorporated by Reference to
Exhibit 4.02 to the Registration Statement on Form SB-2 under the
Securities Act of 1933, No. 333-29295, filed on June 13, 1997.
2. Restated Articles of Incorporation of Registrant, filed as Exhibit
3.01 to the Registration Statement on Form SB-2 under the Securities
Act of 1933, No. 333-29295, filed on June 13, 1997 and incorporated
herein by reference.
3. Bylaws of Registrant, as amended, filed as Exhibit 3.02 to the
Registration Statement on Form SB-2 under the Securities Act of 1933,
No. 333-29295, filed on June 13, 1997 and incorporated herein by
reference.
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.
RETROSPETTIVA, INC.
By /s/ Michael D. Silberman
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Michael D. Silberman
Chief Financial Officer
Date: June 16, 1997
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NUMBER RETROSPETTIVA, INC. [Illegible]
INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA
AUTHORIZED: 15,000,000 COMMON SHARES, NO PAR VALUE
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, NO PAR VALUE, OF
RETROSPETTIVA, INC.
TRANSFERABLE ONLY ON THE BOOKS OF THE COMPANY BY THE HOLDER HEREOF IN PERSON
OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY
ENDORSED. THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE ISSUED AND
SHALL BE SUBJECT TO ALL THE PROVISIONS OF THE ARTICLES OF INCORPORATION, TO
ALL OF WHICH THE HOLDER BY ACCEPTANCE HEREBY ASSENTS.
IN WITNESS WHEREOF, THE COMPANY HAS CAUSED THIS CERTIFICATE TO BE SIGNED
BY ITS DULY AUTHORIZED OFFICERS AND THE FACSIMILE SEAL OF THE COMPANY TO BE
DULY AFFIXED HERETO.
THIS CERTIFICATE IS NOT VALID UNLESS COUNTERSIGNED BY THE TRANSFER AGENT AND
REGISTRAR.
DATED:
RETROSPETTIVA, INC.
[CORPORATE SEAL]
CALIFORNIA
SECRETARY PRESIDENT
COUNTERSIGNED:
CORPORATE STOCK TRANSFER, INC.
370 - 17TH STREET, SUITE 2350, DENVER, COLORADO 80202
BY
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TRANSFER AGENT AUTHORIZED SIGNATURE
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RETROSPETTIVA, INC.
CORPORATE STOCK TRANSFER, INC.
TRANSFER FEE: $12.00 PER CERTIFICATE
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The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT -- Custodian for
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(Cust.) (Minor)
under Uniform Gifts to Minors
Act of
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(State)
Additional abbreviations may also be used though not in the above list.
For value received hereby sell, assign and transfer unto
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PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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Please print or type name and address of assignee
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--------------------------------------------------------------------Shares
of the Common Stock represented by the within Certificate and do hereby
irrevocably constitute and appoint
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Attorney to transfer the said stock on the books of the within named
Corporation, with full power of substitution in the premises.
Dated 19
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SIGNATURE GUARANTEED: X
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X
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THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER. THE SIGNATURE(S) MUST BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS) WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM PURSUANT TO S.E.C. RULE 17Ad-15.
