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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
SHERWOOD BRANDS, INC.
(Exact Name of Registrant as Specified in its Charter)
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North Carolina 56-1349259
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
6110 Executive Blvd.
Suite 1080
Rockville, Maryland 20852
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(Address of Principal Executive Offices) (Zip Code)
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If this Form relates to the registration of a class of If this Form relates to
the registration of a class securities pursuant to Section 12(b) of the Exchange
of securities pursuant to Section 12(g) of the Act and is effective upon filing
pursuant to General Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. Instruction A.(d), please
check the following box.
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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Class A Common Stock, The American Stock Exchange
par value $.01 per share
Redeemable Warrants The American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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1. Description of Registrant's Securities to be Registered.
Reference is made to the discussion of the Registrant's Class A Common
Stock and Redeemable Warrants in the section entitled "Description of
Securities" contained in the Registrant's Registration Statement on Form SB-2
(File No. 333-44655) filed with the Securities and Exchange Commission on May 4,
1998, which disclosures are incorporated by reference herein.
Item 2. Exhibits.
3.1 Articles of Incorporation, as amended, of the Registrant*
3.2 Bylaws, as amended, of the Registrant*
4.1 Form of Class A Common Stock Certificate*
4.2 Form of Public Warrant Agreement**
4.3 Form of Registrant's Public Warrant Certificate***
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* Incorporated by reference to the Exhibit of the same number included
with the Registrant's Registration Statement on Form SB-2 (No.
333-44655).
** Incorporated by reference to Exhibit no. 4.3 included with the
Registrant's Registration Statement on Form SB-2 (No. 333-44655).
*** Incorporated by reference to Exhibit no. 4.4 included with the
Registrant's Registration Statement on Form SB-2 (No. 333-44655).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
May 4, 1998 SHERWOOD BRANDS, INC.
By:/s/ Anat Schwartz
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Anat Schwartz,
Vice President - Finance and Secretary
