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 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
Kasper A.S.L., Ltd.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 22-3497645
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
77 Metro Way, Secaucus, New Jersey 07094
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(Address of Principal Executive Offices) (Zip Code)
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), please 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), please check the following box. |X|
Securities Act registration statement file number to which this form relates:
333-41629
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(If applicable)
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:
Common Stock, $0.01 par value per share
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Information required by this Item 1, relating to the
Registrant's Common Stock, $0.01 par value is set forth in the
section captioned "Description of Capital Stock" in the
prospectus included in the Registrant's Registration Statement
on Form S-1 (File No. 333-41629) (the "Registration
Statement") that was filed with the Securities and Exchange
Commission. The prospectus, containing such information, if
required to be filed by the Registrant pursuant to Rule 424(b)
under the Securities Act of 1933, as amended (the "Securities
Act"), is incorporated herein by reference.
ITEM 2. EXHIBITS.
1.1 The section captioned "Description of Capital Stock " is set
forth in the prospectus included in the Registration Statement
and incorporated herein by reference. The prospectus,
containing such information, if required to be filed by the
Registrant pursuant to Rule 424(b) under the Securities Act is
incorporated herein by reference.
3.1 Amended and Restated Certificate of Incorporation of the
Company (filed as Exhibit 3.1 to the Registration Statement
and incorporated herein by reference).
3.2 Amendment to Certificate of Incorporation (filed as Exhibit
3.2 to the Registration Statement and incorporated herein by
reference).
3.3 By-laws of the Company (filed as Exhibit 3.3 to the
Registration Statement and incorporated herein by reference).
4.1 Specimen Certificate of the Company's Common Stock.
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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.
KASPER A.S.L., LTD.
Date: May 1, 1998 By: /s/ Dennis Kelly
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Dennis Kelly
Chief Financial Officer
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<PAGE>
EXHIBIT INDEX
1.1 The section captioned "Description of Capital Stock " is set forth
in the prospectus included in the Registration Statement and
incorporated herein by reference. The prospectus, containing such
information, if required to be filed by the Registrant pursuant to
Rule 424(b) under the Securities Act is incorporated herein by
reference.
3.1 Amended and Restated Certificate of Incorporation of the Company
(filed as Exhibit 3.1 to the Registration Statement and incorporated
herein by reference).
3.2 Amendment to Certificate of Incorporation (filed as Exhibit 3.2 to
the Registration Statement and incorporated herein by reference).
3.3 By-laws of the Company (filed as Exhibit 3.3 to the Registration
Statement and incorporated herein by reference).
4.1 Specimen Certificate of the Company's Common Stock.
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PAR VALUE $.01 COMMON STOCK
SASSCO FASHIONS, LTD.*
Incorporated under the laws of the state of Delaware
Cusip 803860 10 9 *
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT
_____________________________
IS THE OWNER OF
FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF THE PAR VALUE OF
$.01 EACH OF
SASSCO FASHIONS, LTD.*
transferable on the books of the Corporation by the holder in person or by duly
authorized Attorney upon surrender of this Certificate properly endorsed. This
Certificate is not valid unless countersigned and registered by the Transfer
Agent and Registrar.
Witness the signatures of the duly authorized officers of the Corporation.
/s/ Lester E. Schreiber /s/ Arthur S. Levine
Chief Operating Officer & Secretary Chairman of the Board & CEO
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* [This Certificate has been stamped to indicate the change in the
Corporation's name to Kasper A.S.L., Ltd. and the new CUSIP No. 485
808 10 9]
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<PAGE>
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM -as tenants in common UNIF GIFT MIN ACT______Custodian _____
TEN ENT -as tenants by the entireties (Cust) (Minor)
JT TEN -as joint tenants with right of under Uniforms Gifts Minors
surivorship and not as tenants Act ___________
in common (State)
Additional abbreviations may also be used though not in the above
list.
For value received, __________ hereby sell, assign and transfer unto
Please insert social security or other
Identifying number of Assignee
________________________________________________________________________________
(Please Print or Typewrite Name and Address, including Zip Code, of Assignee)
________________________________________________________________________________
_________________________________________________________________________ shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
_______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated ____________________________
_________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON
THE FACE OF THIS CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
