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
American Champion Entertainment, Inc.
-------------------------------------
(Exact Name of Registrant as specified in its charter)
Delaware 94-3261987
------------------------------- -- ---------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
26203 Production Avenue, Suite 5
Hayward, California 94545
-------------------------------- -----------------------
(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
------------------- ---------------------
None None
------------------- --------------------
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
------------
(Title of Class)
Redeemable Common Stock Purchase Warrants
-----------------------------------------
(Title of Class)
-1-
<PAGE>
Item 1 Description of Registrant's Securities to be Registered
This form relates to the registration with the Securities and
Exchange Commission of shares of Common Stock (the "Common Stock") and
Redeemable Common Stock Purchase Warrants ("Warrants") of American Champion
Entertainment, Inc., a Delaware corporation (the "Registrant").
Incorporated herein by reference is Amendment No. 3 to the
Registration Statement of the Registrant on Form SB-2, No. 333-18967
(filed July 9, 1997) (the "Registration Statement"), relating to the offering
of 1,300,000 shares of Common Stock (plus an over-allotment option of up to
195,000 shares of Common Stock) and 1,300,000 Warrants (plus an overallotment
option of up to 195,000 Warrants).
Reference is made to the captions "Description of Securities --
General" and "Description of Securities--Warrants" in the Registration Statement
for a description of certain attributes of the Common Stock and the Warrants,
respectively.
Item 2 Exhibits
I-1. The following Exhibits, numbered as they were for filing as
Exhibits to the Registration Statement, are incorporated herein by this
reference:
4.1 Specimen stock certificate for shares of the Registrant's
Common Stock.
4.2 Form of Warrant.
4.3 Form of Underwriter's Warrant.
I-2. The following Exhibits, numbered as they were for filing as
Exhibits to the Registration Statement, are incorporated herein by this
reference:
3.1 Amended and Restated Certificate of Incorporation of the
Registrant.
3.2 Bylaws of the Registrant.
II. Not applicable.
-2-
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
AMERICAN CHAMPION
ENTERTAINMENT, INC.
(Registrant)
By /s/ Anthony K. Chan
-------------------------
Anthony K. Chan
President and Secretary
Date: July 11, 1997
-3-
