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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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
CAPITAL BEVERAGE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-3878747
(STATE OF OR OTHER JURISDICTION (IRS EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
1111 EAST TREMONT AVENUE
BRONX, NEW YORK 10460
(ADDRESS OF PRINCIPAL) (ZIP CODE)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
UNITS, EACH UNIT CONSISTING OF ONE (1) SHARE OF COMMON STOCK
AND ONE-HALF (1/2) CLASS A REDEEMABLE COMMON STOCK PURCHASE WARRANT
COMMON STOCK, PAR VALUE $.001 PER SHARE
CLASS A REDEEMABLE COMMON STOCK PURCHASE WARRANTS
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
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Item 1. Description of Registrant's Securities to be Registered.
Incorporated herein by reference to the section entitled "Description
of Securities" contained in Amendment No. 4 to the Company's
Registration Statement filed on Form SB-2 (Registration No. 333-9995)
filed on July 8, 1997. The "Description of Securities" section
contained in the prospectus to be filed pursuant to Rule 424(b) under
the Securities Act, is also hereby incorporated by reference.
Item 2. Exhibits.
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Exhibit
Document No.
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(a) Form of Underwriting Agreement. 1.1
(b) Form of Agreement Among Underwriters. 1.2
(c) Form of Selected Dealers Agreement. 1.3
(d) Certificate of Incorporation of the Company. 3.1
(e) Certificate of Designations, As Amended, Relating to
Series A Preferred Stock. 3.2
(f) Form of Certificate of Designations Relating to Series B
Preferred Stock. 3.3
(g) By-Laws of the Company. 3.4
(h) Specimen Certificate for shares of Common Stock. 4.1
(i) Specimen Series A Preferred Stock Certificate. 4.2
(j) Specimen Series B Preferred Stock Certificate. 4.3
(k) Form of Convertible Bridge Note. 4.5
(l) Form of Class A Warrants Issued to Certain Members
of Management. 4.6
(m) Form of Class A Warrant Issued in 1996 Private
Placement Financing. 4.7
(n) Form of Representative's Unit Purchase Option Agreement. 4.8
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(o) Form of Warrant Agreement. 4.9
(p) Opinion of Weber & Weber, counsel to the Company. 5.1
(q) Agreement with Consolidated Beverage Corp. Relating
to Pabst Distribution Rights. 10.1
(r) Form of Series of Promissory Notes to Consolidated
Beverage Corporation. 10.2
(s) Bill of Sale from Consolidated Beverage Corp. to Registrant. 10.3
(t) Distributorship Agreement with Pabst Brewing Company. 10.4
(u) Agency Agreement with Vito Santoro, Inc. 10.5
(v) Employment Agreement between Company and Carmine Stella. 10.6
(w) 1996 Incentive Stock Option Plan. 10.7
(x) Agreement with Carmine Stella relating to Option to acquire
Vito Santoro, Inc. 10.8
(y) Merger Agreement with Vito Santoro, Inc. 10.9
(z) Consent of Feldman, Radin & Co., P.C., Certified
Public Accountants. 23.1
(aa) Consent of Weber & Weber (included in Exhibit 5.1). 23.2
(bb) Power of Attorney. 24.1
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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.
CAPITAL BEVERAGE CORPORATION
By:/s/Carmine Stella
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Name: Carmine Stella
Title: Chairman of the Board, President
and Chief Executive Officer
Dated: July 11, 1997
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