<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
GOLDEN STATE VINTNERS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 77-0412761
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
500 DRAKE'S LANDING ROAD 94904
GREENBRAE, CALIFORNIA (Zip Code)
(Address of Principal Executive Offices)
------------------
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
(Title of Class)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. / /
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. /X/
Securities Act registration statement file number to which this
form relates: 333-51443
------------------
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Class B Common Stock, par value
$0.01 per share
----------------------------------
(Title of Class)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of Registrant's Class B Common Stock, par value
$0.01 per share, contained in the prospectus which forms a part of
Registrant's Registration Statement on Form S-1 (File No. 333-51443) as filed
on April 30, 1998, under the caption "Description of Capital Stock," is
incorporated herein by this reference.
ITEM 2. EXHIBITS.
The following Exhibits are filed as part of this Registration
Statement:
1. Registrant's Registration Statement on Form S-1 (Registration
No. 333-51443) (the "S-1 Registration Statement"), filed with the Commission
on April 30, 1998 (incorporated by reference);
2. Amended and Restated Certificate of Incorporation of
Registrant (incorporated by reference to Exhibit 3.2 of the S-1 Registration
Statement);
3. Bylaws of Registrant (incorporated by reference to Exhibit 3.3
of the S-1 Registration Statement);
4. Specimen of certificate evidencing Registrant's Class B Common
Stock, par value $0.01 per share, registered hereunder (incorporated by
reference to Exhibit 4.1 of the S-1 Registration Statement);
5. Amended and Restated Stockholders Agreement dated as of
October 10, 1996 by and among the Registrant and certain holders of the
Registrant's capital stock (incorporated by reference to Exhibit 4.4 of the
S-1 Registration Statement);
6. Registration Rights Agreement dated as of April 27, 1995 by
and among the Registrant and certain holders of the Registrant's Common
Stock (incorporated by reference to Exhibit 4.2 of the S-1 Registration
Statement);
7. Registration Rights Agreement dated October 10, 1996 by and
among the Registrant and certain holders of the Registrant's Common Stock
(incorporated by reference to Exhibit 4.3 of the S-1 Registration
Statement);
8. Certificate of Designations of the 12% Senior Redeemable
Preferred Stock of the Registrant, as amended and currently in effect
(incorporated by reference to Exhibit 3.4 of the S-1 Registration Statement);
9. Certificate of Powers, Designations, Preferences and Relative,
Participating, Optional and Other Special Rights of Junior Exchangeable
Preferred Stock and Qualifications, Limitations and Restrictions Thereof of
the Registrant, as amended and currently in effect (incorporated by reference
to Exhibit 3.5 of the S-1 Registration Statement).
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.
GOLDEN STATE VINTNERS, INC.
Dated: July 20, 1998 By: /s/ Jeffrey B. O'Neill
-------------------------------
Jeffrey B. O'Neill
President and
Chief Executive Officer
3
