IC ISAACS & CO INC
8-A12G, 1997-11-14
KNIT OUTERWEAR MILLS
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<PAGE>
                                          
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
   
                                      FORM 8-A

                 For Registration of Certain Classes of Securities
                      Pursuant to Section 12(b) or (g) of the
                          Securities Exchange Act of 1934
                                          
                            I.C. Isaacs & Company, Inc.
- -------------------------------------------------------------------------------
                                          
               (Exact name of registrant as specified in its charter)
                                          
                    Delaware                              52-1377061
    (State of Incorporation or Organization)    IRS Employer Identification No.
    ----------------------------------------    -------------------------------
                                          
                                          
                    3840 Bank Street, Baltimore, Maryland 21224-2522
- -------------------------------------------------------------------------------
    (Address of principal executive offices)               (Zip code)


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.

                                        / /
                                          
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(b) of the Act:

                                      None

      Securities to be registered pursuant to Section 12(g) of the Act:

                   Common Stock, $.0001 par value per share
                               (Title of class)
                                           
                                          
<PAGE>
                           
Item 1:  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

    The description under the heading "Description of Capital Stock" relating 
to the Registrant's Common Stock, $.0001 par value per share, in the Prospectus
included in the Registrant's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on October 3, 1997 and as amended 
(File No. 333-37155) (the "Registration Statement on Form S-1"), is
incorporated herein by reference. 

Item 2:  EXHIBITS.        

    The following exhibits are filed herewith (or incorporated by reference as 
    indicated below):          

    1.   Amended and Restated Certificate of Incorporation of the Registrant, 
         incorporated herein by reference, to Exhibit 3.01 of the Registrant's
         Registration Statement on Form S-1 filed on October 3, 1997.

    2.   Amended and Restated By-Laws of the Registrant, incorporated herein by
         reference, to Exhibit 3.02 of the Registrant's Registration Statement 
         on Form S-1 filed on October 3, 1997.

    3.   Specimen Common Stock Certificate, incorporated herein by reference, 
         to Exhibit 4.01 of the Registrant's Registration Statement on 
         Form S-1 filed on October 3, 1997.

     

<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. 


                                         I.C. ISAACS & COMPANY, INC.
 


                                         By: /s/ Eugene C. Wielepski
                                            ----------------------------
                                             Eugene C. Wielepski 
                                             Vice President - Finance and Chief
                                             Financial Officer
                                          

Date:  November 14, 1997


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