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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SPECIALTY CATALOG CORP.
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(Exact name of registrant as specified in its charter)
Delaware 04-3253301
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(State of incorporation or (I.R.S. Employer
or organization) Identification Number)
21 Bristol Drive
South Easton, Massachusetts 02375
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(Address of principal (Zip Code)
executive 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 registered each class is to be registered
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None.
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instructions (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. [X]
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(g) OF THE ACT:
Common Stock, par value $.001 per share
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Title of Class
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Item 1. Description of Registrant's Securities to be Registered.
The description of the Registrant's Common Stock and Preferred Stock
and the description of the anti-takeover effects of the charter and by-laws of
the Registrant included under the caption "Description of Securities" set forth
in the Prospectus contained in the Registration Statement on Form S-1 of the
Registrant (Registration No. 333-10793), filed with the Securities and Exchange
Commission (the "Commission") on August 26, 1996, in Amendment No. 1 to the
Registration Statement, filed with the Commission on September 16, 1996
("Amendment No. 1"), and in Amendment No. 2 to the Registration Statement filed
with the Commission on October 3, 1996, and as further amended from time to time
(collectively, the "Registration Statement"), is incorporated herein by
reference.
Item 2. Exhibits.
1. The Registration Statement, Amendment No. 1 and Amendment No. 2.
Incorporated by reference.
2. Certificate of Incorporation of the Registrant. Incorporated by
reference to Exhibit No. 3.01 to the Registration Statement.
3. By-Laws of the Registrant. Incorporated by reference to Exhibit
3.02 to the Registration Statement.
4. Specimen stock certificate for the Common Stock to be registered
hereunder. Incorporated by reference to Exhibit No. 4.01 to the Registration
Statement.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
October 7, 1996
SPECIALTY CATALOG CORP.
By: /s/ Steven L. Bock
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Steven L. Bock
Chairman of the Board and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description
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1. Specimen stock certificate for the Common Stock to
be registered hereunder. Incorporated by
reference to Exhibit No. 4.01 to the Registration
Statement.*
2. Certificate of Incorporation of the Registrant.
Incorporated by reference to Exhibit No. 3.01 to
the Registration Statement.*
3. By-Laws of the Registrant. Incorporated by
reference to Exhibit 3.02 to the Registration
Statement.*
4. The Registration Statement, Amendment No. 1 and
Amendment No.2*
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* Included with the copy of this Registration Statement on Form 8-A
filed with Nasdaq, but not filed with, or incorporated by reference in, the
copies of this Registration Statement on Form 8-A filed with the Securities and
Exchange Commission.
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