As filed with the Securities and Exchange Commission on September 16, 1997
Registration No. 34-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
ADVANTAGE LEARNING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1559474
(State of incorporation or organization) (I.R.S. Employer Identification No.)
2911 Peach Street, Wisconsin Rapids, Wisconsin 54495-8036
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b)
of the Act:
Title of each class Name of each exchange in which
to be so registered each class is to be registered
None None
If this Form relates to the registration of a class
of debt securities and is effective upon filing
pursuant to General Instruction A.(c)(1), please check
the following box.
If this Form relates to the registration of a class
of debt securities and is to become effective
simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933
pursuant to General Instruction A.(c)(2), please check
the following box.
If this Form relates to the registration of a class
of securities pursuant to Section 12(b) of the Exchange
Act and is effective pursuant to General Instruction
A.(c), check the following box.
If this Form relates to the registration of a class
of securities pursuant to Section 12(g) of the Exchange
Act and is effective pursuant to General Instruction
A.(d), check the following box. [X]
Securities Act registration statement file number
to which this form relates:
333-22519
(if applicable)
Securities to be registered pursuant to Section 12(g)
of the Act:
Common Stock, $.01 par value
(Title of class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be
Registered.
The description of the Common Stock, $.01 par
value, of Advantage Learning Systems, Inc. (the
"Registrant") to be registered hereunder is
contained under the caption "Description of
Capital Stock" in the Prospectus constituting a
part of the Registration Statement on Form S-1
filed by the Registrant with the Commission on
February 28, 1997, as amended (File No. 333-22519)
(the "Form S-1 Registration Statement"), which
description is incorporated herein by reference.
Item 2. Exhibits.
The following exhibits are incorporated herein by
reference as part of this Registration Statement:
1. Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.1 to
the Form S-1 Registration Statement).
2. Amended and Restated By-Laws (incorporated by
reference to Exhibit 3.2 to the Form S-1
Registration Statement).
3. Form of Common Stock Certificate
(incorporated by reference to Exhibit 4.1 to
the Form S-1 Registration Statement).
<PAGE>
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.
(Registrant) Advantage Learning Systems, Inc.
Date: September 16, 1997
By: /s/ Michael H. Baum
------------------------
Michael H. Baum
Chief Executive Officer
<PAGE>
Advantage Learning Systems, Inc.
Form 8-A Exhibit Index
Exhibit Number Description
1. Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.1 to
the Form S-1 Registration Statement).
2. Amended and Restated By-Laws (incorporated by
reference to Exhibit 3.2 to the Form S-1
Registration Statement).
3. Form of Common Stock Certificate
(incorporated by reference to Exhibit 4.1 to
the Form S-1 Registration Statement).
