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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
CD WAREHOUSE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 73-1504999
(State of incorporation or organization) (I.R.S. Employer Identification No.)
722 North Broadway
Oklahoma City, Oklahoma 73102
(Address of principal executive offices) (Zip Code)
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:
COMMON STOCK
(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, par value $.01 per
share, is set forth under the caption "Description of Securities" contained
in the Prospectus constituting a part of the Registration Statement on Form
SB-2 (File No. 333-15139) filed under the Securities Act of 1933, as amended,
and such description is incorporated herein by reference.
ITEM 2. EXHIBITS.
The following exhibits are filed herewith:
EXHIBIT
NUMBER NAME OF EXHIBIT
- ------- ---------------
3.1* Amended and Restated Certificate of Incorporation
3.2* Amended and Restated By-Laws
4.1* Specimen Certificate of the Common Stock
10.11* Form of Lock-Up Agreement
* PREVIOUSLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS EXHIBITS TO
THE REGISTRANT'S REGISTRATION STATEMENT ON FORM SB-2 (FILE NO. 333-15139).
SUCH EXHIBITS ARE INCORPORATED HEREIN BY REFERENCE.
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused the registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
December 17, 1996 CD WAREHOUSE, INC.
By: /s/ JERRY W. GRIZZLE
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Jerry W. Grizzle
President and Chief Executive Officer
