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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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
PHOENIX PRESCHOOL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 52-2044492
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
31st Floor
150 East 58th Street
New York, NY 10155
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(Address of principal executive offices) (Zip Code)
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
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None None
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), check the following box. [ ]
If this Form relates to the registration of a class of securities
pursuant to 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:
333-31407
Securities to be registered pursuant to 12(g) of the Act:
Common Stock, par value $0.10 per share
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(Title of class)
Redeemable Common Stock Purchase Warrants
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
The description of the Registrant's Common Stock, par value $0.10 per
share, and Redeemable Common Stock Purchase Warrants, set forth under the
heading "Description of Securities" in Amendment No. 2 to the Registrant's
Registration Statement on Form SB-2 (Registration No. 333-31407) filed
November 21, 1997, as such description may be amended by another amendment to
such Registration Statement subsequently filed or by the form of prospectus
subsequently filed pursuant to Rule 424(b) under the Securities Act, is
incorporated herein by reference.
Item 2. Exhibits
1.1 Specimen of Common Stock Certificate (1)
1.2 Specimen Redeemable Common Stock Purchase Warrant (2)
2.1 Articles of Incorporation of the Registrant (3)
2.2 Bylaws of the Registrant (4)
2.3 Warrant Agreement (5)
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(1) Incorporated by reference to Exhibit 4.1 to Amendment No. 2 to
the Registrant's Registration Statement on Form SB-2 (Registration No.
333-31407) filed with the Securities and Exchange Commission on November 21,
1997.
(2) Incorporated by reference to Exhibit 4.2 to Amendment No. 2 to
the Registrant's Registration Statement on Form SB-2 (Registration No.
333-31407) filed with the Securities and Exchange Commission on November 21,
1997.
(3) Incorporated by reference to Exhibit 3.1 to Amendment No. 2 to
the Registrant's Registration Statement on Form SB-2 (Registration No.
333-31407) filed with the Securities and Exchange Commission on November 21,
1997.
(4) Incorporated by reference to Exhibit 3.2 to Amendment No. 2 to
the Registrant's Registration Statement on Form SB-2 (Registration No.
333-31407) filed with the Securities and Exchange Commission on November 21,
1997.
(5) Incorporated by reference to Exhibit 4.2 to Amendment No. 2 to
the Registrant's Registration Statement on Form SB-2 (Registration No.
333-31407) filed with the Securities and Exchange Commission on November 21,
1997.
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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.
PHOENIX PRESCHOOL HOLDINGS, INC.
Date: November 21, 1997 By: /s/ Michael C. Koffler
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Michael C. Koffler
Chief Executive Officer, Chairman and
President
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