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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
SHOE PAVILION, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 94-3289691
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
3200-F REGATTA BOULEVARD, RICHMOND, CA 94804
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(Address of Principal Executive Offices) (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 Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box.[ ] box. [X]
Securities Act registration statement file number to which this form
relates: 333-41877
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(If Applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Each
to be so Registered Class is to be Registered
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Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.001 PAR VALUE
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(Title of Class)
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
See "Description of Capital Stock" on pages 33 and 34 of the Prospectus
included in the Registration Statement on Form S-1, No. 333-41877 (the
"Registration Statement") of Shoe Pavilion, Inc. (the "Registrant") as
originally filed or as subsequently amended, which was filed with the Securities
and Exchange Commission on December 10, 1997 under the Securities Act of 1933,
as amended, and is hereby incorporated by reference pursuant to Rule 12b-23 of
the Securities Exchange Act of 1934.
ITEM 2. EXHIBITS.
1.1 Certificate of Incorporation. See Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1, which is hereby incorporated by reference.
1.2 Bylaws. See Exhibit 3.2 to the Registrant's Registration Statement on
Form S-1, which is hereby incorporated by reference.
1.3 Specimen Common Stock Certificate. See Exhibit 4.1 to the
Registrant's Registration Statement on Form S-1, which is hereby incorporated by
reference.
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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, thereunto duly authorized.
Dated: January 26, 1998 SHOE PAVILION, INC.
By: /s/ Dmitry Beinus
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Name: Dmitry Beinus
Title: Chairman, President and Chief
Executive Officer
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