SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
Ambassador Eyewear Group, Inc.
(Exact name of Registrant as specified in its Charter)
Delaware 23-2807063
(State of Incorporation or Organization) (I.R.S. Employer No.)
3600 Marshall Lane
Bensalem, Pennsylvania 19020
(Address of Principal Executive Office) (Zip Code)
If this Form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box. |X| check the following box. |_|
Securities Act Registration Statement file number to which this Form relates:
333-31343
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
------------------- ------------------------------
Common Stock, par value Chicago Stock Exchange
$.01 per share
Securities to be registered pursuant to Section 12(g) of the Act:
None.
(Title of Class)
Page 1 of 5
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Item 1. Description of Registrant's Securities to be Registered.
The securities to be registered hereunder are common stock, par value
$0.01 per share (the "Common Stock") of Ambassador Eyewear Group, Inc. (the
"Registrant"). A description of the Common Stock is set forth under the caption
"Description of Capital Stock," contained in the prospectus forming a part of
the Registrant's Registration Statement on Form SB-2, as amended (the
"Registration Statement")(File No. 333-31343) initially filed with the
Securities and Exchange Commission on July 15, 1997 under the Securities Act of
1933, as amended. Such description, and as it may be subsequently amended, is
incorporated herein by reference pursuant to Rule 12(b)-23 of the Securities
Exchange Act of 1934, as amended (the "Act").
Item 2. Exhibits.
The following exhibits are filed as a part of the Registration Statement:
Exhibit No. Description
----------- -----------
1. Amended and Restated Certificate of Incorporation of the
Registrant, incorporated herein by reference to Exhibit 3.1
to the Registration Statement.
2. Amendment to Amended and Restated Certificate of
Incorporation of the Registrant, incorporated herein by
reference to Exhibit 3.1a to the Registration Statement.
3. Bylaws of the Registrant, incorporated herein by reference
to Exhibit 3.2 to the Registration Statement.
4. Form of Specimen Stock Certificate, incorporated herein by
reference to Exhibit 4.3 to the Registration Statement.
5. First Amendment to Loan Agreement dated February 25, 1997,
incorporated herein by reference to Exhibit 10.15 to the
Registration Statement.
6. Form of Underwriter's Warrant to purchase Common Stock of
the Company, incorporated herein by reference to Exhibit
10.4 to the Registration Statement.
7. Form of Lock-up Agreement, incorporated herein by reference
to Exhibit 10.33 to the Registration Statement.
8. Form of Stock Option Agreement between the Company and Barry
Budilov, incorporated herein by reference to Exhibit 10.37
to the Registration Statement.
9. Form of Stock Option Agreement between the Company and Rudy
Slucker, incorporated herein by reference to Exhibit 10.38
to the Registration Statement.
10. Form of Stock Option Agreement between the Company and
Kenneth Butchin, incorporated herein by reference to Exhibit
10.39 to the Registration Statement.
Page 2 of 5
<PAGE>
11. Form of Stock Option Agreement between the Company and
Edward Kauz, incorporated herein by reference to Exhibit
10.40 to the Registration Statement.
12. Form of Stock Option Agreement between the Company and
Kenneth Kitnick, incorporated by herein reference to Exhibit
10.41 to the Registration Statement.
13. Form of Amended and Restated Convertible Demand Note between
the Company and Rudy A. Slucker, incorporated herein by
reference to Exhibit 10.44 to the Registration Statement.
14. Form of Amended and Restated Demand Note between the Company
and Barry Budilov, incorporated herein by reference to
Exhibit 10.45 to the Registration Statement.
15. Employee Stock Option Plan, incorporated herein by reference
to Exhibit 10.46 to the Registration Statement.
Page 3 of 5
<PAGE>
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.
AMBASSADOR EYEWEAR GROUP, INC.
By: /s/ Barry Budilov
-----------------------------
Barry Budilov
President and
Chief Executive Officer
Date: March 16, 1998
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INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
1. Amended and Restated Certificate of Incorporation of the
Registrant, incorporated herein by reference to Exhibit 3.1
to the Registration Statement.
2. Amendment to Amended Restated Certificate of Incorporation
of the Registrant, incorporated herein by reference to
Exhibit 3.1a to the Registration Statement.
3. Bylaws of the Registrant, incorporated herein by reference
to Exhibit 3.2 to the Registration Statement.
4. Form of Specimen Stock Certificate, incorporated herein by
reference to Exhibit 4.3 to the Registration Statement.
5. First Amendment to Loan Agreement dated February 25, 1997,
incorporated herein by reference to Exhibit 10.15 to the
Registration Statement.
6. Form of Underwriter's Warrant to purchase Common Stock of
the Company, incorporated herein by reference to Exhibit
10.4 to the Registration Statement.
7. Form of Lock-up Agreement, incorporated herein by reference
to Exhibit 10.33 to the Registration Statement.
8. Form of Stock Option Agreement between the Company and Barry
Budilov, incorporated herein by reference to Exhibit 10.37
to the Registration Statement.
9. Form of Stock Option Agreement between the Company and Rudy
Slucker, incorporated herein by reference to Exhibit 10.38
to the Registration Statement.
10. Form of Stock Option Agreement between the Company and
Kenneth Butchin, incorporated herein by reference to Exhibit
10.39 to the Registration Statement.
11. Form of Stock Option Agreement between the Company and
Edward Kauz, incorporated herein by reference to Exhibit
10.40 to the Registration Statement.
12. Form of Stock Option Agreement between the Company and
Kenneth Kitnick, incorporated by herein reference to Exhibit
10.41 to the Registration Statement.
13. Form of Amended and Restated Convertible Demand Note between
the Company and Rudy A. Slucker, incorporated herein by
reference to Exhibit 10.44 to the Registration Statement.
14. Form of Amended and Restated Demand Note between the Company
and Barry Budilov, incorporated herein by reference to
Exhibit 10.45 to the Registration Statement.
15. Employee Stock Option Plan, incorporated herein by reference
to Exhibit 10.46 to the Registration Statement.
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