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
C2,Inc.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1915787
(State of incorporation (IRS Employer
or organization) Identification No.)
700 North Water Street, Suite 1200
Milwaukee, Wisconsin 53202
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to
12(b) of the Exchange Act and is Section 12(g) of the Exchange Act
effective pursuant to General and is effective pursuant to
Instruction A.(c), please check General Instruction A.(d), please
the following box. [X] check the following box. [_]
Securities Act registration statement file number to which this form
relates: Registration No. 333-46027.
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
Common Stock, $.01 par value The Nasdaq Stock Market
Securities to be registered pursuant to Section 12(g) of the Act: None.
Page 1 of 4 pages
Exhibit Index on page 4
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Item 1. Description of Registrant's Securities to be Registered
The description of the Common Stock, $.01 par value, of C2, Inc.
(the "Registrant") to be registered hereunder is contained under the
caption "Description of Capital Stock" in the Prospectus constituting a
part of the Registration Statement on Form S-1 initially filed by the
Registrant with the Securities and Exchange Commission on February 10,
1998 and amended on March 23, 1998, April 22, 1998 and May 27, 1998 (the
"Registration Statement"), which description is incorporated herein by
reference.
Item 2. Exhibits
1. Proposed Amended and Restated Articles of Incorporation, to be
effective upon the effective date of the Registration
Statement (incorporated by reference to Exhibit 3.1 to the
Registration Statement).
2. Proposed Amended and Restated By-Laws, to be effective upon
the effective date of the Registration Statement (incorporated
by reference to Exhibit 3.2 of the Registration Statement).
3. Specimen Form of the Registrant's Common Stock Certificate
(incorporated by reference to Exhibit 4.1 of the Registration
Statement).
<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, thereunto duly
authorized.
C2, INC.
Date: May 27, 1998
By: /s/ William T. Donovan
William T. Donovan, Chairman
<PAGE>
EXHIBIT INDEX
C2, INC.
Exhibit Number Exhibit Description
1 Proposed Amended and Restated Articles of
Incorporation, to be effective upon effective date of
the Registration Statement (incorporated by reference
to Exhibit 3.1 of the Registration Statement).
2 Proposed Amended and Restated By-Laws, to be effective
upon the effective date of the Registration Statement
(incorporated by reference to Exhibit 3.2 of the
Registration Statement).
3 Specimen Form of the Registrant's Common Stock
Certificate (incorporated by reference to Exhibit 4.1
of the Registration Statement).
