SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
DELICIOUS BRANDS, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 06-1255882
- --------------------------------------------------------------------------------
(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
2070 Maple Street, Des Plaines, Illinois 60018
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
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), please 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), please check the following box. /X/
Securities Act registration statement file number to which this form relates:
333-50771
- ---------
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
- ------------------------------------ ------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE PER SHARE
- --------------------------------------------------------------------------------
(Title of Class)
- --------------------------------------------------------------------------------
(Title of Class)
<PAGE>
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
Incorporated herein by reference are the descriptions of the
Registrant's Common Stock and related matters set forth under the headings
"Description of Capital Stock" and "Dividend Policy," respectively, in the
Registrant's Registration Statement on Form S-1 (File No. 333-50771), filed with
the Securities and Exchange Commission (the "Registration Statement").
ITEM 2. EXHIBITS.
Exhibit
3.1 Certificate of Incorporation, as amended, of the
Registrant.(1)
3.1.1 Amended and Restated Certificate of Incorporation of
the Registrant.(1)
3.1.2 Certificate of the Designations, Powers, Preferences
and Rights of the Series A Convertible Preferred
Stock.(1)
3.2 Bylaws, as amended, of the Registrant.(1)
4.1 Specimen Certificate of Registrant's Common Stock.(2)
- -------------
(1) Incorporated by reference to the exhibit of the same number contained
in the Registration Statement and exhibits thereto.
(2) Filed herewith.
-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.
Dated: October 5, 1998 DELICIOUS BRANDS, INC.
By:/S/ MICHAEL J. KIRBY
--------------------------
Name: Michael J. Kirby
Title:President & Chief
Executive Officer
-3-
[DB]
CUSIP 246890 10 7
SEE REVERSE FOR CERTAIN DEFINITIONS
COMMON STOCK
DELICIOUS BRANDS, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFIES THAT
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.01 PAR VALUE, OF
DELICIOUS BRANDS, INC., transferable on the books of the Corporation by the
holder hereof in person or by duly authorized Attorney, upon surrender of this
Certificate, properly endorsed. This Certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated
[CORPORATE SEAL]
/s/ Jeffry W. Weiner /s/ Michael J. Kirby
- ------------------------ -----------------------------
Treasurer President and Chief Executive
Officer
Countersigned and registered
CONTINENTAL STOCK TRANSFER
& TRUST COMPANY
(JERSEY CITY, NJ) Transfer Agent
and Registrar
By
Authorized Signature
<PAGE>
The Corporation is authorized to issue Common Stock, $0.01 par value, and
Preferred Stock, $0.01 par value, which may be issued in one or more series. A
statement of the respective powers, designations, preferences and relative,
participating, optional or other special rights of the Common Stock and any
such series of Preferred Stock will be furnished without charge to the holder
of record of this certificate upon written request to the Secretary of the
Corporation.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT -- Custodian
----------------- ---------------------
(Cust) (Minor)
under Uniform Gifts to Minors
Act
--------------
(State)
Additional abbreviations may also be used though not in the above list.
<PAGE>
For value received, hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ---------------------------------------
- -------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
shares
- -----------------------------------------------------------------------
of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
Attorney
- ---------------------------------------------------------------------
to transfer the said stock on the books of the within-named Corporation with
full power of substitution in the premises.
Dated
-----------------------------
----------------------------------------
----------------------------------------
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON
THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
----------------------------------------
SIGNATURE(S) GUARANTEED: THE SIGNATURE(S) SHOULD BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION: (BANKS,
STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM) PURSUANT TO
S.E.C. RULE 17Ad-15.
