<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
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
________________
JEEPERS! INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 74-2596237
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
60 HICKORY DRIVE
WALTHAM, MA 02154
(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 Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
pursuant to General Instruction effective pursuant to General
A.(c), please check the following Instruction A.(d), please check the
box.[_] following box. [x]
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES:
333-50297
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
------------------- ------------------------------
None None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G)OF THE ACT:
Common Stock, par value $0.01 per share.
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the common stock, $0.01 par value (the "Common
Stock"), of Jeepers! Inc. (the "Registrant") to be registered hereunder is
incorporated herein by reference to the Registration Statement on Form S-1 of
the Registrant (Registration No. 333-50297), filed with the Securities and
Exchange Commission on April 16, 1998 and as may be amended from time to time
(the "Registration Statement"), with respect to the registration of the
Registrant's Common Stock.
ITEM 2. EXHIBITS.
The Registrant's Common Stock being registered pursuant to this
registration statement on Form 8-A has been approved for listing on the Nasdaq
National Market, an exchange on which no other securities of the Registrant are
registered. Accordingly, the exhibits described herein have been previously
filed with the Nasdaq National Market or are being filed with the copy of this
registration statement on Form 8-A with the Nasdaq National Market.
3.1 Restated Certificate of Incorporation of the Registrant, as amended,
incorporated by reference to Exhibit 3.1 of the Registration
Statement.*
3.2 Bylaws of the Registrant, incorporated by reference to Exhibit 3.2 of
the Registration Statement.*
4.1 Form of Common Stock certificate, incorporated by reference to Exhibit
4.1 of the Registration Statement.*
_____________________
* The exhibits described herein are incorporated by reference to the
Registrant's Registration Statement on Form S-1 (333-50297), as amended.
2
<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, thereto duly authorized.
JEEPERS! INC.
By: /s/ Nabil N. El-Hage
-------------------------
Name: Nabil N. El-Hage
Title: President and Chief
Executive Officer
Date: June 12, 1998
3
