<PAGE>
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
Periscope Sportswear, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-4006463
- ---------------------------------------- ----------------
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1407 Broadway, Suite 620, New York, New York 10018
- -------------------------------------------- -----
(Address of principal executive office) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
------------------- ------------------------------
None
- -------- -------- -------- -------- -------- -------- -------- --------
- -------- -------- -------- -------- -------- -------- -------- --------
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, par value $.001 per share
---------------------------------------
(TITLE OF CLASS)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
The description of securities required by this Item is contained in the
Registration Statement of the Registrant on Form S-1, File No. 333-56401, as
amended, (the "Registration Statement"), filed with the Commission on June 9,
1998, and is incorporated herein by reference to such filing. See "Description
of Securities."
Item 2. Exhibits
The following exhibits required to be filed by this item, pursuant to Rule
12b-32 of the Act, are incorporated herein by reference to the exhibits filed by
the registrant with the Registration Statement:
(a) Specimen copies of the Common Stock Certificate (Exhibit 4.1 to the
Registration Statement)
(b) Copies of all constituent instruments defining the rights of the
holders of the Common Stock:
(i) Certificate of Incorporation (Exhibit 3.1 to the Registration
Statement);
(ii) By-Laws (Exhibit 3.2 to the Registration Statement);
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: August 10, 1998
PERISCOPE SPORTSWEAR, INC.
By: /s/ Glenn Sands
--------------------------
Glenn Sands, President and
Chief Executive Officer
2
