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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)
848 N. La Cienega Boulevard, Suite 206, Los Angeles, California 90069
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(Address of principal 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:
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,
one Class A Warrant and one Class B Warrant
Class A Common Stock
Class A Warrants
Class B 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"), one redeemable
Class A Warrant (the "Class A Warrants") and one redeemable Class B Warrant
(the "Class B Warrants"), the Common Stock, the Class A Warrants and the
Class B Warrants. The description of the Units, the Common Stock, the Class A
Warrants and the Class B Warrants contained in the Registrant's Registration
Statement on Form SB-2 (the "Registration Statement"), filed with the
Securities and Exchange Commission on March 5, 1997, under the heading
"Description of Securities" on pages 50-52 of the Registration Statement 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.(1)
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 forms of Class A Warrant and Class B Warrant certificates).(1)
(1) Previously filed as an exhibit to the Registrant's Registration
Statement, and incorporated herein by reference.
(2) To be filed by amendment.
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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 5th day of March, 1997.
ON'VILLAGE COMMUNICATIONS, INC.
By: /s/ JACK TRACHT
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Jack Tracht
Chief Executive Officer
