SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
-----------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE MILLBROOK PRESS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1390025
- ----------------------- ------------------
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
2 Old New Milford Road
BROOKFIELD, CONNECTICUT 06804
- ------------------------- ------------------
(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 So Registered Each Class Is To Be Registered
------------------- ------------------------------
Common Stock, $.01 par value Nasdaq SmallCap Market and the
Boston Stock Exchange
Redeemable Common Stock Nasdaq SmallCap Market and the
Purchase Warrants each to Boston Stock Exchange
purchase one share of Common
Stock
Securities to be registered pursuant to Section 12(g) of the Act:
None.
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Registrant's Common Stock and Common Stock
Purchase Warrants is contained in the Registrant's Registration Statement on
Form SB-2 (Registration No. 333-14631) under the heading "Description of
Securities", which has been filed with the Securities and Exchange Commission,
and which description is herein incorporated by reference.
ITEM 2. EXHIBITS
3.1 Registrant's Amended Certificate of Incorporation.(1)
3.2 Bylaws of the Registrant, as amended.(1)
4.1 Specimen Common Stock Certificate of the
Registrant.(2)
4.2 Form of Warrant Certificate.(2)
4.3 Warrant Agreement between Continental Stock
Transfer & Trust Company and Registrant.(1)
- --------------------
(1)Incorporated by reference and filed by amendment to the exhibit of the
same number contained in the Registrant's Registration Statement (the
"Registration Statement") on Form SB- 2 (File No. 333-14631, and exhibits
thereto, filed with the Securities and Exchange Commission on October 22, 1996,
as amended.)
(2)To be filed by amendment to the Exhibit of the same number contained in
the Registration Statement.
-2-
<PAGE>
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.
THE MILLBROOK PRESS INC.
Date: December 10, 1996 By: /s/ Frank J. Farrell
---------------------
Name: Frank J. Farrell
Title: Vice President and
Secretary
-3-
