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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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
CD-MAX, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 87-0378128
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
11480 SUNSET HILLS ROAD
SUITE 110
RESTON, VIRGINIA 20190-5208
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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 SHARES OF COMMON STOCK
AND ONE REDEEMABLE WARRANT)
COMMON STOCK, $.01 PAR VALUE
REDEEMABLE WARRANTS
----------------------------
TITLE OF CLASS
<PAGE>
EXCHANGE ACT REGISTRATION
ITEM 1. DESCRIPTION OF REGISTRANTS SECURITIES TO BE REGISTERED.
"Description of Securities-Units-Common Stock-Redeemable Warrants"
contained on pages 40 and 41 of the Prospectus filed as part of the Form SB-2
Registration Statement (Registration No. 333-5723) with the Securities and
Exchange Commission, which Registration Statement will be declared effective
concurrently with this Form 8-A are incorporated herein by reference.
ITEM 2. EXHIBITS.
Exhibit Number Description of Exhibit Page No.
- -------------- ---------------------- --------
1.1 Specimen of Common Stock The Common Stock
to be registered hereunder Certificate filed as
Exhibit 4.1 to
Registration
Statement No.
333-5723 is
incorporated herein
by reference
1.2 Specimen of Redeemable The Redeemable
Warrant to be registered Warrant Certificate
hereunder filed as Exhibit 4.2
to Registration
Statement No.
333-5723 is
incorporated herein
by reference
2.1 Copies of constituent The Articles of
instruments defining the Incorporation and
rights of the holders of By-Laws filed as
the Common Stock security Exhibits 3.1 and
to be registered hereunder 3.2 to Registration
Statement No.
333-5723 are
incorporated herein
by reference
2.2 Copies of constituent The Warrant
instruments defining the Agreement filed as
rights of the holders of the Exhibit 4.3 to
Redeemable Warrants to be Registration
registered hereunder Statement No.
333-5723 is
incorporated herein
by reference
<PAGE>
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.
DATE: August 6, 1996 CD-MAX, INC.
By: /s/ Robert A. Wiedemer
----------------------------------------
Robert A. Wiedemer, President,
Principal Operating Officer
By: /s/ Philip J. Gross
----------------------------------------
Philip J. Gross, Treasurer,
Chief Financial Officer,
Principal Accounting Officer
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