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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
ON'VILLAGE COMMUNICATIONS, INC.
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(Exact name of registrant as specified in its charter)
California 95-4556314
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(State of incorporation (I.R.S. Employer
or organization) Identification Number)
26135 Mureau Road, Suite 100, Calabasas, California 91302
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(Address of principal executive offices)
If this Form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]
If this Form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [X]
Securities Act registration statement file number to which this form relates:
333-22811
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
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None
Securities to be registered pursuant to Section 12(g) of the Act:
Units, each consisting of one share of Class A Common Stock
and one Class A Warrant
Class A Common Stock
Class A Warrants
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The securities to be registered are the Registrant's Units, each consisting
of one share of Class A Common Stock (the "Common Stock") and one redeemable
Class A Warrant (the "Warrants"), the Common Stock and the Warrants. The
description of the Units, the Common Stock, and the Warrants contained in
Amendment No. 3 to the Registrant's Registration Statement on Form SB-2
("Amendment No. 3"), filed with the Securities and Exchange Commission on
October 23, 1997, under the heading "Description of Securities" on pages 53-55
of Amendment No. 3 is hereby incorporated herein by reference and made a part
hereof pursuant to Rule 12b-23 under the Securities Exchange Act of 1934.
ITEM 2. EXHIBITS.
1. Restated Articles of Incorporation.(1)
2. Amended and Restated Bylaws.(3)
3. Specimen Class A Common Stock Certificate.(2)
4. Form of Warrant Agreement by and among the Company, American Stock
Transfer & Trust Company, and D.H. Blair Investment Banking Corp.
(including form of Warrant certificate).(3)
5. Specimen Form of Unit Certificate.(4)
(1) Previously filed as an exhibit to the Registrant's Registration
Statement on Form SB-2 (the "Registration Statement"), filed with
the Securities and Exchange Commission on March 5, 1997, and
incorporated herein by reference.
(2) Previously filed as an exhibit to Amendment No. 1 to the
Registration Statement, and incorporated herein by reference.
(3) Previously filed as an exhibit to Amendment No. 2 to the
Registration Statement, and incorporated herein by reference.
(4) Previously filed as an exhibit to Amendment No. 3 to the
Registration Statement, and incorporated herein by reference.
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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 on
Form 8-A to be signed on its behalf by the undersigned, thereto duly
authorized, on this 27th day of October, 1997.
ON'VILLAGE COMMUNICATIONS, INC.
By: /s/ JACK TRACHT
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Jack Tracht
Chief Executive Officer
