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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
KIDS STUFF, INC.
(Exact name of registrant as specified in its charter)
Delaware 34-1843520
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(State of incorporation of organization) (I.R.S. Employer
Identification No.)
4450 Belden Village Street, N.W., Suite 406
Canton, Ohio 44718
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(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:
Title of each class
to be registered
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Series 1 Preferred Stock,
$.001 par value
Series 1 Preferred Warrants
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Item 1. Description of Registrant's securities to be registered.
(a) For a detailed description of the Registrant's Series 1 Preferred
Stock, $.001 par value, and Series 1 Preferred Warrants each being registered
under Section 12(g) of the Securities Exchange Act of 1934, as amended, see
"Description of Securities" contained in the Preliminary Prospectus filed on
February 9, 1999 pursuant to Rule 424(a) relating to Form SB-2 Registration
Statement of Kids Stuff, Inc. , File No. 333-61463, which is incorporated herein
by reference (the "Registration Statement").
Item 2. Exhibits.
Exhibits Description
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(1) See "Description of Securities" contained in the Rule 424(a)
Preliminary Prospectus contained in the Registration Statement
of the Registrant, which Rule 424(a) filing with the
Commission was made on February 9, 1999 and is incorporated
herein by reference.
(2) Forms of Series 1 Preferred Stock certificate and Series 1
Preferred Purchase Warrant are incorporated by reference to
Exhibits 4.11 and 4.10, respectively, contained in the
Registrant's Amendment No. 3 to the Form SB-2 Registration
Statement of the Registrant filed with the Securities and
Exchange Commission on December 29, 1998 (File No. 333-61463).
(3) Certificate of Incorporation and amendments thereto, Form of
Certificate of Designation and By-Laws of the Registrant are
incorporated by reference to Exhibits 3.01, 3.02, 3.03, 3.04
and 3.05 contained in the Registrant's Form SB-2 Registration
Statement, as amended.
SIGNATURES
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 thereunto duly authorized.
KIDS STUFF, INC.
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(Registrant)
Dated: February 10, 1999
By: /s/ William L. Miller
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William L. Miller, Chief
Executive Officer
