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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HOTEL DISCOVERY, INC.
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(Exact name of registrant as specified in its charter)
Minnesota 31-1487885
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
7701 France Avenue South, Suite 217
Edina, Minnesota 55435
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(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 box. [ ]
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 Act registration statement file number to which this form relates:
333-34235
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.
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
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(Title of Class)
Class A Warrants to purchase one share of Common Stock
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(Title of Class)
Units, consisting of one share of Common Stock, $.01 par value,
and one Class A Warrant to purchase one share of Common Stock
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(Title of Class)
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ITEM 1. SECURITIES TO BE REGISTERED
There are an aggregate of 2,875,000 Units issued and outstanding. The
balance of the information required by Item 1 is incorporated herein by
reference to the section entitled "Description of Securities" in the prospectus
portion of the registration statement on Form SB-2 of the Registrant,
Registration No. 333-34235, which Registration Statement shall be deemed to be
incorporated by reference herein.
There are an aggregate of 7,899,289 shares of Common Stock, $.01 par value
per share, issued and outstanding. The balance of the information required by
Item 1 is incorporated herein by reference to the section entitled "Description
of Securities" in the prospectus portion of the registration statement on Form
SB-2 of the Registrant, Registration No. 333-34235.
There are an aggregate of 2,875,000 Class A Warrants issued and
outstanding, expiring on the fourth anniversary of the date of effectiveness of
the Registrant's registration statement on Form SB-2, Registration No.
333-34235. Such warrants are exercisable for an aggregate of 2,875,000 shares
of the Registrant's Common Stock at an exercise price of $6.50 per Warrant.
The exercise price, and the number of shares of Common Stock purchasable upon
exercise of the Warrants, will be adjusted proportionately in the event of a
stock dividend or stock split or reclassification. The balance of the
information required by Item 1 is incorporated herein by reference to the
section entitled "Description of Securities" in the prospectus portion of the
registration statement on Form SB-2 of the Registrant, Registration No.
333-34235.
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ITEM 2. EXHIBITS
I. 1. Articles of Incorporation, incorporated by reference to Exhibit
3.1 to the Registrant's Registration Statement on Form SB-2,
Registration No. 333-34235, as filed on August 22, 1997.
2. By-laws, incorporated by reference to Exhibit 3.2
to the Registrant's Registration Statement on Form SB-2,
Registration No. 333-34235, as filed on August 22, 1997.
II. Not applicable.
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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.
Hotel Discovery, Inc.
By: /s/ Stephen D. King
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Stephen D. King
Chief Executive Officer
Dated: October 20, 1997
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