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Form 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SCHOOL SPECIALTY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 39-0971239
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(State of incorporation or (I.R.S. Employer
organization) Identification No.)
1000 North Bluemound Drive, Appleton, Wisconsin 54914
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(Address or principal executive offices) (Zip Code)
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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 Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check Instruction A.(d), please check
the following box. / / the following box. /X/
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Securities Act registration statement file number(s) to which this form
relates: 333-46537 (filed February 19, 1998) and 333-47509 (filed March 6,
1998).
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class Name of each exchange on which
to be so Registered Each class is to be Registered
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________________________________ _________________________________
________________________________ _________________________________
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001 per share
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(Title of Class)
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Item 1 Description of Registrant's Securities to be Registered.
The Registrant's Registration Statement on Form S-1 filed with
the Securities and Exchange Commission on February 19, 1998, as
amended by Amendment No. 1 to the Registration Statement filed
on May 6, 1998, Amendment No. 2 to the Registration Statement
filed on May 18, 1998 and Amendment No. 3 to the Registration
Statement filed on June 3, 1998 (File No. 333-46537), and the
Registrant's Registration Statement on form S-1 filed with the
Securities and Exchange Commission on March 6, 1998, as amended
by Amendment No. 1 to the Registration Statement filed on May
8, 1998, Amendment No. 2 to the Registration Statement filed on
May 18, 1998 and Amendment No. 3 to the Registration
Statement filed on June 4, 1998 (File No. 333-47509)
(collectively referred to hereafter as the "Registration
Statements") and as each Registration Statement may be amended
subsequent to the date hereof and the final prospectus included
in each Registration Statement as filed pursuant to Rule 424 are
hereby incorporated by reference herein.
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Item 2 Exhibit Number Description
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1. Specimen of security registered hereunder
Incorporated by reference to the Exhibit
filed as Exhibit 4.1 to the Registration
Statements.
2. Documents defining rights of holders of
Common Stock Incorporated by reference to
the Exhibits filed as Exhibit 3.1 -
Restated Certificate of Incorporation,
and Exhibit 3.2 - Amended and Restated
By-Laws, to the Registration Statements.
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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.
SCHOOL SPECIALTY, INC.
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(Registrant)
Date: June 4, 1998 By: /s/ Daniel P. Spalding
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Name: Daniel P. Spalding
Title: Chief Executive Officer
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