POPPE TYSON INC
8-A12G, 1996-11-07
DIRECT MAIL ADVERTISING SERVICES
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<PAGE>
 
                                                            Registration No. 34-

                                   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
            


                               POPPE TYSON, INC.
 ...............................................................................
            (Exact name of registrant as specified in its charter)

          
           Delaware                                    13-3315694
 .....................................    ...................................... 
       (State of incorporation                      (I.R.S. Employer      
        or organization)                            Identification No.)
                                              
       40 West 23rd Street                               
       New York, New York                                10010-5201
 .....................................    .......................................
  (Address of principal executive                       (Zip Code) 
    offices)


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 

          None                                         None 
 .....................................    ..................................... 

     Securities to be registered pursuant to Section 12(g) of the Act:

                   Common Stock ($.001 par value per share)
 ..............................................................................
                               (Title of class)
<PAGE>
 
Item 1. Description of Reqistrant's Securities to be Registered
        -------------------------------------------------------

        The description of the Common Stock of Poppe Tyson, Inc. to be
registered hereunder is set forth under the heading "Description of Capital
Stock" in the Company's Registration Statement on Form S-1 (Registration No 333-
09791) (the "Registration Statement") originally filed by the Company with the
Securities and Exchange Commission on August 8, 1996 and amended by Amendment
Nos. 1 and 2 thereto filed with the Securities and Exchange Commission on
October 11, 1996 and November 7, 1996, respectively, and as the Registration
Statement may be further amended, which description is incorporated herein by
reference.

Item 2. Exhibits
        --------
   
        1.  Amended and Restated Certificate of Incorporation of Poppe Tyson, 
            Inc. is set forth as Exhibit 3.1 to the Registration Statement and
            is incorporated herein by reference.                               

        2.  By-laws of Poppe Tyson, Inc. are set forth as Exhibit 3.2 to the
            Registration Statement and are incorporated herein by reference.

        3.  Amendment to Certificate of Incorporation of Poppe Tyson, Inc. is
            set forth as Exhibit 3.3 to the Registration Statement and is
            incorporated herein by reference.

        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, thereunto duly authorized.

Date:  November 7, 1996                 POPPE TYSON, INC.

                                         By: /s/ Fergus O'Daly, Jr.
                                            --------------------------------
                                              Fergus O'Daly, Jr.
                                              Chairman and Chief
                                                Executive Officer

                                       2
<PAGE>
 
Document
- --------

Amended and Restated Certificate of Incorporation of Poppe Tyson, Inc. is set
forth as Exhibit 3.1 to the Registration Statement and is incorporated herein by
reference.

By-Laws of Poppe Tyson, Inc. are set forth as Exhibit 3.2 to the Registration
Statement and are incorporated herein by reference.

Amendment to Certificate of Incorporation of Poppe Tyson, Inc. is set forth as
Exhibit 3.3 to the Registration Statement and is incorporated herein by 
reference.

                                       3


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