SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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
KIDS STUFF, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 34-1843520
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
4450 Belden Village Street, N.W., Suite 406
CANTON, OHIO 44718
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(Address of Principal Executive Offices) (Zip Code)
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<S> <C>
If this form relates to the registration If this form relates to the registration
of a class of debt securities and is of a class of debt securities and is to
effecive upon filing pursuant to General become effective simultaneously with the
Instruction (A)(c)(1) please check the effectivensss of a concurrent regiatration
following box [ ] statement under the Securities Act of 1933
pursuant to General Instruction (A)(c)(2)
please check the following box [ ]
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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, $.001 PAR VALUE, PER SHARE
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(Title of Class)
CLASS A WARRANTS
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(Title of Class)
UNITS (EACH UNIT CONSISTING OF TWO SHARES OF COMMON STOCK
AND ONE COMMON STOCK CLASS A PURCHASE WARRANT)
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
Incorporated herein by reference to the section entitled "DESCRIPTION
OF SECURITIES" contained on pages 70010a2.edg., 56-57 of Amendment No.
2 to the Company's Registration Statement filed on Form SB-2
(Registration No. 333-19423) filed on April 2, 1997. The "DESCRIPTION
OF SECURITIES" section contained in the prospectus to be filed pursuant
to Rule 424(b) under the Securities Act, is also hereby incorporated by
reference.
Item 2. Exhibits.
DOCUMENT EXHIBIT NO.
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(a) Revised Form of Underwriting Agreement** 1.01
(b) Certificate of Incorporation of the Company+ 3.01
(c) Certificate of Amendment of Certificate of
Incorporation of the Company+ 3.02
(d) By-Laws of the Company+ 3.03
(e) Specimen Certificate for Shares of Common Stock* 4.01
(f) Revised Form of Warrant Agreement** 4.03
(g) Revised Specimen Certificate for Warrants** 4.04
(h) Revised Form of Underwriter's Purchase Option** 4.05
(i) Form of Representative's Lock-up Letter* 4.06
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+Incorporated herein by reference to the Company's Registration
Statement filed on Form SB-2 (Registration No. 333-19423) (the "Registration
Statement") as filed with the Securities and Exchange Commission (the "SEC") on
January 8, 1997 at the exhibit number set forth opposite such document.
*Incorporated herein by reference to Amendment No. 1 to the Company's
Registration Statement as filed with the SEC on March 14, 1997, at the exhibit
number set forth opposite such document.
**Incorporated herein by reference to Amendment No. 2 to the Company's
Registration Statement as filed with the SEC on April 2, 1997, at the exhibit
number set forth opposite such document.
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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.
KIDS STUFF, INC.
By: /S/ WILLIAM L. MILLER
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Name: William L. Miller
Title: Chief Executive Officer
Dated April 8, 1997
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