SLEEPYS INC
8-A12G, 1996-07-23
FURNITURE STORES
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                       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


                                 Sleepy's, Inc.
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)



             New York                                     11-2125264
- ----------------------------------             ---------------------------------
       (State of Incorporation                         (I.R.S. Employer
          or Organization)                           Identification Number)


175 Central Avenue South, Bethpage, New York               11714
- ----------------------------------             ---------------------------------
      (Address of Principal                              (Zip Code)
        Executive Offices)


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, par value $.01 per share
- --------------------------------------------------------------------------------
                                (Title of Class)


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Item 1. Description of Registrant's Securities to be Registered.

                  Information   required   by  this  Item  1  relating   to  the
Registrant's Common Stock is incorporated by reference to Amendment No. 1 to the
Registrant's  Registration  Statement on Form S-1 (File No.  333-5543)  that was
filed with the Securities and Exchange  Commission on July 16, 1996  ("Amendment
No. 1"),  under the section  captioned  "Description  of Capital Stock" on pages
42-43 of the prospectus contained therein.

Item 2. Exhibits

                  3.1      Restated   Certificate   of   Incorporation   of  the
                           Registrant   (Incorporated  herein  by  reference  to
                           Exhibit   3.1   to  the   Registrant's   Registration
                           Statement  on Form S-1  (File  No.333-5543)  that was
                           filed with the Securities and Exchange  Commission on
                           June 7, 1996.

                  3.2      By-Laws of the  Registrant   (Incorporated  herein by
                           reference to Exhibit 3.2 to Amendment No. 1).

                  4.1      Specimen Certificate of the Registrant's Common Stock
                           (Incorporated  herein by  reference to Exhibit 4.1 to
                           Amendment No. 1).

                  4.2      Form   of    Representative's    Warrant    Agreement
                           (Incorporated  herein by  reference to Exhibit 4.2 to
                           Amendment No. 1).

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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.

                                      SLEEPY'S, INC.

Dated: July 22, 1996                  By: /s/ JAY BOROFSKY
                                         ---------------------------------------
                                         Jay Borofsky, Vice President of Finance
                                           and Chief Financial Officer











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                                  Exhibit Index


         3.1      Restated  Certificate  of  Incorporation  of  the   Registrant
                  (Incorporated  herein  by  reference  to  Exhibit  3.1  to the
                  Registrant's   Registration   Statement   on  Form  S-1  (File
                  No.333-5543)  that was filed with the  Securities and Exchange
                  Commission on June 7, 1996).

         3.2      By-Laws of the  Registrant  (Incorporated  herein by reference
                  to Exhibit 3.2 to Amendment No. 1).

         4.1      Specimen   Certificate  of  the   Registrant's   Common  Stock
                  (Incorporated  herein by reference to Exhibit 4.1 to Amendment
                  No. 1).

         4.2      Form  of  Representative's   Warrant  Agreement  (Incorporated
                  herein by reference to Exhibit 4.2 to Amendment No. 1).









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