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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A (NUMBER 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PIVOT RULES, INC.
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(Exact name of registrant as specified in its charter)
NEW YORK 13-3612110
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
80 WEST 40TH STREET, NEW YORK, NEW YORK 10018
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(Address of principal executive offices) (Zip Code)
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. [ ]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of each class Name of each exchange on which each class
to be so registered is to be registered
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Units, each consisting Boston Stock Exchange
of one share of Common Stock,
par value $.01 per share,
and one Redeemable Common Stock
Purchase Warrant to purchase one
share of Common Stock
Common Stock, par value $.01
per share
Redeemable Common Stock Purchase
Warrants
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The information set forth in the prospectus contained in the
Registration Statement on Form SB-2, as amended (File No. 333-22895) (the
"Registration Statement"), of the Registrant beneath the caption "Description
of Securities," as such description may be amended pursuant to a prospectus
filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, is
incorporated herein by reference and made a part hereof.
ITEM 2. EXHIBITS.
(1) Restated Certificate of Incorporation of the Registrant to be
filed upon the closing of the Registrant's initial public
offering (incorporated by reference to Exhibit 3.1 to the
Registration Statement).
(2) Amended and Restated By-Laws of the Registrant to be filed upon
the closing of the Registrant's initial public offering
(incorporated by reference to Exhibit 3.2 to the Registration
Statement).
(3) Form of Warrant Agreement (incorporated by reference to Exhibit
4.6 to the Registration Statement).
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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.
PIVOT RULES, INC.
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(Registrant)
By: /s/ E. Kenneth Seiff
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E. Kenneth Seiff
President and Chief Executive Officer
Dated: May 6, 1997
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EXHIBIT INDEX
Exhibit
Number Exhibit Page
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(1) Restated Certificate of Incorporation of the Registrant to be
filed upon the closing of the Registrant's initial public
offering (incorporated by reference to Exhibit 3.1 to the
Registration Statement).
(2) Amended and Restated By-Laws of the Registrant to be filed upon
the closing of the Registrant's initial public offering
(incorporated by reference to Exhibit 3.2 to the Registration
Statement).
(3) Form of Warrant Agreement to be filed upon the closing of the
Registrant's initial public offering (incorporated by reference
to Exhibit 4.6 to the Registration Statement).
