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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
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DSI TOYS, INC.
(Exact name of registrant as specified in its charter)
Texas 74-1673513
(State of incorporation or organization) (I.R.S. employer identification number)
100 West Sam Houston Parkway (North), Suite A
Houston, Texas 77043
(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 on which
to be so registered each class is to be registered
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None Not Applicable
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(g) OF THE ACT:
COMMON STOCK, PAR VALUE
$.01 PER SHARE
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The class of securities to be registered hereby is the common stock, par
value $.01 per share ("Common Stock"), of DSI Toys, Inc., a Texas corporation
(the "Registrant"). The authorized capital stock of the Registrant consists of
20,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, par
value $.01 per share ("Preferred Stock"). A description of the Common Stock is
set forth under the caption "Description of Capital Stock" beginning on page 41
in the Prospectus contained in the Registrant's Registration Statement on Form
S-1 (Registration No. 333-23961), initially filed by the Registrant with the
Securities and Exchange Commission (the "Commission") on March 26, 1997, as
subsequently amended (the "Registration Statement"). The final form of such
Prospectus will be subsequently filed by the Registrant pursuant to Rule 424(b)
under the Securities Act of 1933, as amended. The Registration Statement
(including the Prospectus), as it may subsequently be amended, is incorporated
herein by reference.
ITEM 2. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
*1. Amended and Restated Articles of Incorporation (incorporated herein by
reference to Exhibit 3.1 to Amendment No. 1 to the Registrant's
Registration Statement on Form S-1, Registration No. 333-23961).
*2. Amended and Restated Bylaws (incorporated herein by reference to
Exhibit 3.2 to Amendment No. 1 to the Registrant's Registration
Statement on Form S-1, Registration No. 333-23961).
*3. Amendment to Bylaws (incorporated herein by reference to Exhibit 3.3
to Amendment No. 1 to the Registrant's Registration Statement on Form
S-1, Registration No. 333-23961).
*4. Form of Common Stock Certificate (incorporated herein by reference to
Exhibit 4.1 to an amendment (to be filed) to the Registrant's
Registration Statement on Form S-1, Registration No. 333-23961).
*5. Form of Warrant Agreement by and among the Registrant and Tucker
Anthony Incorporated and Sutro & Co. Incorporated to purchase 250,000
shares of Common Stock (incorporated herein by reference to Exhibit
4.2 to an amendment (to be filed) to the Registrant's Registration
Statement on Form S-1, Registration No. 333-23961).
*6. Common Stock Purchase Warrant No. A-1 dated December 11, 1995, issued
to Hibernia Corporation to purchase 388,888 shares of Common Stock
(incorporated herein by reference to Exhibit 4.3 to the Registrant's
Registration Statement on Form S-1, Registration No. 333-23961).
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* Incorporated by reference as indicated pursuant to Rule 12b-32.
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*7. Registration Rights Agreement by and between the Registrant and
Hibernia Corporation (incorporated herein by reference to Exhibit 4.4
to the Registrant's Registration Statement on Form S-1, Registration
No. 333-23961).
*8. Registration Rights Agreement by and between the Registrant and Tommy
Moss (incorporated herein by reference to Exhibit 4.5 to the
Registrant's Registration Statement on Form S-1, Registration No. 333-
23961).
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* Incorporated by reference as indicated pursuant to Rule 12b-32.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
DSI TOYS, INC.
Date: May 7, 1997 By: /s/ M. D. DAVIS
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M. D. Davis,
Chairman of the Board of Directors and
Chief Executive Officer
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