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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
KANI, INC.
(Exact Name of Registrant as Specified in its Articles of Incorporation)
<TABLE>
<S> <C>
California 95-4599743
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
</TABLE>
228 Manhattan Beach Boulevard, Suite 200, Manhattan Beach, California 90266
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
<S> <C>
Common Stock NASDAQ National Market
</TABLE>
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KANI, INC. - FORM 8-A
Item 1. Description of Registrant's Securities to be Registered.
Incorporated by reference to the section entitled "Description
of Securities" in that portion of the Prospectus contained in Registrant's
Registration Statement on Form S-1 filed with the Securities and Exchange
Commission on October 21, 1996 (the "Registration Statement"), at pages 42-43
of the Prospectus. A copy of pages 42-43 of the Prospectus is attached hereto
as Exhibit 3.1.
Item 2. Exhibits.
1.1 The Registrant's Restated Certificate of
Incorporation. (1)
1.2 The Registrant's Bylaws. (1)
2.1 Form of Common Stock Certificate. (1)
3.1 Pages 42-43 of the Prospectus.
________________
(1) In accordance with the Instructions to this Form 8-A, these exhibits are
not being filed with, or incorporated by reference in, copies of the
Registration Statement filed with the Securities and Exchange Commission.
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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.
October 24, 1996 KANI, INC.
By: /s/ David Weinberg
----------------------------
DAVID WEINBERG
Chief Financial Officer and
Secretary
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EXHIBIT 3.1
DESCRIPTION OF SECURITIES
Following the closing of the sale of the Common Stock offered hereby,
the authorized capital stock of the Company will consist of 25,000,000 shares
of Common Stock and 5,000,000 shares of Preferred Stock.
COMMON STOCK
There will be 4,000,000 shares of Common Stock outstanding after giving
effect to the sale of the shares of Common Stock offered hereby. The holders
of Common Stock are entitled to one vote per share on all matters to be voted
on by shareholders. Subject to preferences that may be applicable to any
outstanding Preferred Stock, if any, the holders of Common Stock are entitled
to receive ratably such dividends, if any, as may be declared from time to time
by the Board of Directors in its discretion out of funds legally available
therefor. See "Dividend Policy." In the event of a liquidation, dissolution or
winding up of the Company, the holders of Common Stock are entitled to share
ratably in all assets remaining after payment of liabilities, subject to prior
rights of Preferred Stock, if any, then outstanding. The Common Stock has no
preemptive or other subscription rights and there are no conversion rights or
redemption or sinking fund provisions with respect to such shares. All of the
outstanding shares of Common Stock are fully paid and nonassessable.
PREFERRED STOCK
The Company is authorized to issue up to 5,000,000 shares of
undesignated Preferred Stock. The Board of Directors will have the authority
to issue the undesignated Preferred Stock in one or more series and to determine
the powers, preferences and rights and the qualifications, limitations or
restrictions granted to or imposed upon any wholly unissued series of
undesignated Preferred Stock, as well as to fix the number of shares
constituting any series and the designations of such series, without any
further vote or action by the shareholders. The issuance of any Preferred
Stock may have the effect of delaying, deferring or preventing a change in
control of the Company without further action by the shareholders and may
adversely affect the voting and other rights of the holders of the Common
Stock. At present, the Company has no plans to issue any shares of Preferred
Stock.
WARRANTS
At the closing of this offering, the Company will issue to the
Representative the Representative's Warrant to purchase for investment a
maximum of 140,000 shares of Common Stock. The Representative's Warrant
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will be exercisable for a four-year period commencing one year from the date of
this Prospectus. The exercise price of the Representative's Warrant will be
$13.20 per share (assuming an initial public offering price per share of
$11.00). The Representative's Warrant will contain anti-dilution provisions.
The Representative's Warrant does not entitle the Representative to any rights
as shareholders of the Company until such warrant is exercised and shares are
purchased thereunder. The Representative's Warrant and the shares of Common
Stock thereunder may not be offered for sale except in compliance with the
applicable provisions of the Securities Act. The Company has agreed that, if it
shall cause to be filed with the Commission either an amendment to the
Registration Statement of which this Prospectus is a part or a separate
registration statement, the Representative shall have the right during the
four-year period commencing on the date of this Prospectus to include in such
amendment or Registration Statement the Representative's Warrant and the shares
of Common Stock issuable upon its exercise at no expense to the
Representative. Additionally, the Company has agreed that, upon written
request by a holder or holders of 50% or more of the Representative's Warrant
which is made during the exercise period of the Representative's Warrant, the
Company will, on two separate occasions, register the Representative's Warrant
and the shares of Common Stock issuable upon exercise thereof. The initial
such registration will be at the Company's expense and the second registration
will be at the expense of the holder(s) of the Representative's Warrant.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock is U.S. Stock
Transfer Corporation, Glendale, California.
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