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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
CAMELOT MUSIC HOLDINGS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3735306
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
8000 Freedom Avenue N.W., North Canton, Ohio 44720
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(Address of Principal Executive Offices) (Zip Code)
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If this Form relates to the registration of a If this Form relates to the registration of a
class of securities pursuant to Section 12(b) of class of securities pursuant to Section 12(g)
the Exchange Act and is effective pursuant to of the Exchange Act and is effective pursuant
General Instruction A.(c), check the following to General Instruction A.(d), check the
box. [ ] following box. [X]
Securities Act registration statement file number to which this form relates: N/A
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(if applicable)
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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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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The information set forth under the caption "Description of Capital
Stock" in the registrant's Registration Statement on Form S-1 (File No.
333-56811) filed on June 15, 1998 is incorporated herein by reference.
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ITEM 2. EXHIBITS.
The following exhibits are filed as a part of this
Registration Statement:
3.1 Second Amended and Restated Certificate of Incorporation of
the Registrant, which is incorporated by reference to Exhibit
3.1 to the Company's Form 10 as filed on February 13, 1998
(File No. 0-23807)
3.3 Amended and Restated By-Laws of the Registrant, which is
incorporated by reference to Exhibit 3.3 to the Company's Form
10 as filed on February 13, 1998 (File No. 0-23807)
4.1 Specimen certificate for the Registrant's Common Stock, which
is incorporated by reference to Exhibit 4.1 to the Company's
Form 10 as filed on February 13, 1998 (File No. 0-23807)
10.1 Revolving Credit Agreement, dated as of January 27, 1998,
among Camelot Music, Inc., the several lenders named therein
and The Chase Manhattan Bank, as agent for the lenders, which
is incorporated by reference to Exhibit 10.1 to the Company's
Form 10 as filed on February 13, 1998 (File No. 0-23807)
10.2 Registration Rights Agreement, dated as of January 27, 1998,
by and among the Company and the security holders named
therein, which is incorporated by reference to Exhibit 10.2 to
the Company's Form 10 as filed on February 13, 1998 (File No.
0-23807)
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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.
CAMELOT MUSIC HOLDINGS, INC.
(Registrant)
Date: June 22 , 1998 By: /s/ Jack K. Rogers
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Jack K. Rogers
Executive Vice President, Chief
Operating Officer and Secretary
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EXHIBIT INDEX
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Exhibit No. Document Name
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3.1 Second Amended and Restated Certificate of Incorporation
of the Registrant, which is incorporated by reference to
Exhibit 3.1 to the Company's Form 10 as filed on
February 13, 1998 (File No. 0-23807)
3.3 Amended and Restated By-Laws of the Registrant, which is
incorporated by reference to Exhibit 3.3 to the
Company's Form 10 as filed on February 13, 1998 (File
No. 0-23807)
4.1 Specimen certificate for the Registrant's Common Stock,
which is incorporated by reference to Exhibit 4.1 to the
Company's Form 10 as filed on February 13, 1998 (File
No. 0-23807)
10.1 Revolving Credit Agreement, dated as of January 27,
1998, among Camelot Music, Inc., the several lenders
named therein and The Chase Manhattan Bank, as agent for
the lenders, which is incorporated by reference to
Exhibit 10.1 to the Company's Form 10 as filed on
February 13, 1998 (File No. 0-23807)
10.2 Registration Rights Agreement, dated as of January 27,
1998, by and among the Company and the security holders
named therein, which is incorporated by reference to
Exhibit 10.2 to the Company's Form 10 as filed on
February 13, 1998 (File No. 0-23807)
