<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 8-A (AMENDMENT No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
-----------------------
MIRAGE HOLDINGS, INC.
(Name of registrant as specified in its charter)
-----------------------
Nevada 95-4627685
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
-----------------------
18638 Pioneer Boulevard
Artesia, CA 90701
(310) 860-5556
(Address and telephone number of Registrant's principal
executive offices and principal place of business)
-----------------------
COPIES TO:
Lawrence W. Horwitz, Esq.
Horwitz & Beam
Two Venture Plaza, Suite 350
Irvine, CA 92618
----------------------
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, $0.001 par value
Warrants to purchase shares of Common Stock
Representative Warrants
Common Stock, $0.001 par value, underlying Representative Warrants
Common Stock, $0.001 par value, underlying warrants issued in
connection with bridge financing
Common Stock, $0.001 par value, underlying options issued pursuant
to Employee Stock Option Plan
Common Stock, $0.001 par value, underlying options issued to
a Consultant
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
Reference is made to the description of the terms of the securities
prepared in compliance with Item 202 of Regulation S-B set forth beneath the
captions "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources," "Description of
Securities," "Underwriting," and "Legal Matters" in the prospectus filed by
Mirage Holdings, Inc. (the "Registrant") with the Securities and Exchange
Commission as part of the Registrant's Registration Statement on Form SB-2,
Registration No. 333-28861 (the "Registration Statement").
Item 2. Exhibits.
Pursuant to "Instructions As to Exhibits" accompanying Form 8-A,
Exhibits I.1, II-4.1, and II-4.2 are incorporated herein by reference from the
Registration Statement. Exhibits II-1, II-2, II-3, and II-6 are not required to
be filed with, or incorporated by reference in, this Form 8-A filed with the
Commission; however, to the extent such exhibits exist, they have been filed as
exhibits to the Registration Statement.
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
I-1 - Specimen certificate for Common Stock of the Company.
I-2 - By-laws of the Company
II-1 - The Registration Statement
II-2 - Not applicable
II-3 - Not applicable
II-4.1 - Certificate of Incorporation of the Company.
II-4.2 - See Exhibit I-2.
II-5 - See Exhibit I-1.
II-6 - Not applicable
</TABLE>
<PAGE>
SIGNATURES
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, in the City of Santa
Monica, State of California, on November 17, 1997.
MIRAGE HOLDINGS, INC.
By: /s/ NAJEEB U. GHAURI
-------------------------------------
Najeeb U. Ghauri
President and Director
