NEW YORK BAGEL ENTERPRISES INC
8-A12G, 1996-08-14
EATING PLACES
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                                   FORM 8-A/A
 
                                ---------------
 
                                 UNITED STATES
                       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
 
                            ------------------------
 
                        NEW YORK BAGEL ENTERPRISES, INC.
             (Exact name of registrant as specified in its charter)
 
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<S>                                            <C>
                   KANSAS                                       73-1369185
  (State of incorporation or organization)         (I.R.S. Employer Identification No.)
 
              300 I.M.A. PLAZA
           250 NORTH WATER STREET
               WICHITA, KANSAS                                  67202-1213
  (Address of principal executive offices)                      (Zip Code)
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                    SECURITIES TO BE REGISTERED PURSUANT TO
                            SECTION 12(B) OF THE ACT
 
                                      NONE
 
    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
 
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<S>                                                       <C>
                  TITLE OF EACH CLASS                                  NAME OF EACH EXCHANGE ON WHICH
                  TO BE SO REGISTERED                                  EACH CLASS IS TO BE REGISTERED
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        Common Stock, $0.01 par value per share                                    NONE
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ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
 
    The description under the heading "Description of Capital Stock" relating to
the registrant's common stock, $0.01 par value, on pages 41-43 of the
preliminary prospectus, dated August 2, 1996 contained in Amendment No. 2 to the
registrant's registration statement on Form S-1 (Registration No. 333-05785), is
incorporated herein by reference.
 
ITEM 2.  EXHIBITS.
 
    I.  Exhibits to be filed with the Securities and Exchange Commission.
 
        1. Form S-1 registration statement of the registrant, as amended
           (Registration No. 333-05785) which was filed with the Securities and
           Exchange Commission on June 12, 1996 and amended on July 26, 1996 and
           August 2, 1996.
 
        2. Articles of Incorporation of the registrant.
 
        3. Restated and Amended Articles of Incorporation of the registrant (to
           become effective upon the registrant's successful completion of its
           initial public offering).
 
        4. Bylaws of the registrant.
 
        5. Restated and Amended Bylaws of the registrant (to become effective
           upon the registrant's successful completion of its initial public
           offering).
 
        6. Specimen of Certificate of Stock representing the registrant's
           common stock.

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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.
 
                                          NEW YORK BAGEL ENTERPRISES, INC.
 
Date: August 14, 1996
                                          By         /s/ J. CHRIS DENNIS
 
                                             -----------------------------------
                                                      J. Chris Dennis,
                                                  SECRETARY, TREASURER, AND
                                                   CHIEF FINANCIAL OFFICER

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                                   FORM 8-A/A
 
                        NEW YORK BAGEL ENTERPRISES, INC.
 
                               INDEX TO EXHIBITS
 
                              TO BE FILED WITH THE
                       SECURITIES AND EXCHANGE COMMISSION
 
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<CAPTION>
  NUMBER                                        EXHIBIT                                       INCORPORATED BY REFERENCE
- -----------  ------------------------------------------------------------------------------  ---------------------------
<S>          <C>                                                                             <C>
                                                                                                COMPANY REGISTRATION
                                                                                                STATEMENT ON FORM S-1
                                                                                                (COMMISSION FILE NO.
                                                                                                     333-05785)
                                                                                                     EXHIBIT NO.
                                                                                             ---------------------------
       I-1   Form S-1 registration statement of the registrant, as amended (Registration
              No. 333-05785) which was filed with the Securities and Exchange Commission on
              June 12, 1996 and amended on July 26, 1996 and August 2, 1996.                                N/A
 
       I-2   Articles of Incorporation of the registrant.                                                   3.1
 
       I-3   Restated and Amended Articles of Incorporation of the registrant (to become
              effective upon the registrant's successful completion of its initial public
              offering).                                                                                    3.3
 
       I-4   Bylaws of the registrant.                                                                      3.2
 
       I-5   Restated and Amended Bylaws of the registrant (to become effective upon the
              registrant's successful completion of its initial public offering).                           3.4
 
       I-6   Specimen of Certificate of Stock representing the registrant's common stock.                   4.1
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