<PAGE>
================================================================================
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
------------------------
BRASS EAGLE INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 71-0578572
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
1203A North Sixth Street
Rogers, Arkansas 72756
(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
------------------- ------------------------------
None Not Applicable
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
Section 12(g) of the Exchange Act and is pursuant to General Instruction A.(d),
check the following box. [X]
Securities Act registration statement file to which this form relates:
333-36179 (if applicable)
- ---------
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
(Title of Class)
<PAGE>
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Shares of the Registrant's Common Stock, par value $0.01 per share (the
"Common Stock"), is to be registered. The description of the Common Stock as set
forth under the captions "Dividend Policy," "Management," and "Description of
Capital Stock" in the Registrant's Registration Statement on Form S-1 (No.
333-36179), filed with the Securities and Exchange Commission (the "Commission")
on September 23, 1997, as amended by Amendment No. 1, dated November 4, 1997,
and as may be further amended from time to time (the "Registration Statement"),
is incorporated herein by reference.
Item 2. EXHIBITS
EXHIBIT DESCRIPTION
- ------- -----------
1 Form of Restated Certificate of Incorporation of Registrant
is incorporated herein by reference to Exhibit 3(i)(b) of
the Registrant's Registration Statement on Form S-1
(Registration No. 333-36179).
2 Form of By-laws of Registrant is incorporated herein by
reference to Exhibit 3(ii)(b) of the Registrant's
Registration Statement on Form S-1 (Registration No. 333-
36179).
3 Specimen Certificate representing Common Stock is
incorporated herein by reference to Exhibit 4(i) to
Amendment No. 1 to the Registrant's Registration Statement
on Form S-1 (Registration No. 333-36179).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
BRASS EAGLE INC.
Date: November 17, 1997
By: /s/ E. LYNN SCOTT
------------------------------------
Name: E. Lynn Scott
Title: President and Chief Executive
Officer
