================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM 8-A
REGISTRATION STATEMENT
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
--------------------
FACTORY CARD OUTLET CORP.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 36-3652087
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
745 BIRGINAL DRIVE
BENSENVILLE, ILLINOIS 60106-1212
(Address of Principal 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
- ------------------- ------------------------------
None N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
----------------------------
(Title of Class)
================================================================================
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
A description of the Common Stock to be registered hereunder, including all of
the information required by Item 202 of Regulation S-K, is contained under the
heading "Description of Capital Stock--Common Stock" in the prospectus included
in the Registrant's registration statement on Form S-1 filed under the
Securities Act of 1933 on November 21, 1996, as amended (Registration No.
333-13827), which description is incorporated herein by reference.
Item 2. Exhibits
1. Form of Amended and Restated Certificate of Incorporation of the Company
(incorporated herein by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (Registration No. 333-13827)).
2. Amended and Restated Bylaws of the Company (incorporated herein by
reference to Exhibit 3.2 to the Registrant's Registration Statement on Form
S-1 (Registration No. 333-13827)).
3. Specimen of Registrant's Common Stock Certificate (incorporated herein by
reference to Exhibit 4.1 to the Registrant's Registration Statement on Form
S-1 Registration No. 333-13827)).
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.
Dated: December 9, 1996
FACTORY CARD OUTLET CORP.
By: /s/ William E. Freeman
--------------------------------------
William W. Freeman
Chairman of the Board of Directors
