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
STARLIGHT ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
COLORADO 84-1457591
(State of incorporation or organization) (I.R.S. Employer Identification No.)
10831 SOUTH CROSSROADS DRIVE, PARKER, COLORADO 80134
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be Name of each exchange on which each
so registered: class is to be registered:
COMMON STOCK, NO PAR VALUE PACIFIC EXCHANGE
COMMON STOCK PURCHASE WARRANTS PACIFIC EXCHANGE
UNITS (EACH UNIT CONSISTING OF ONE
SHARE AND ONE WARRANT) PACIFIC EXCHANGE
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. [x]
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. [ ]
Securities Act registration statement file number
to which this form relates: 333-57561
Securities to be registered pursuant to Section 12(g) of the Act: NONE
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The securities to be registered are the Registrant's Units, Common Stock, no par
value per share, and Common Stock Purchase Warrants. Such securities are
described under the caption "Description of Securities" in the Prospectus filed
as part of the Registrant's registration statement on Form SB-2 (File No.
333-57561). Such description is hereby incorporated herein by reference as
permitted by Rule 12b-23.
ITEM 2. EXHIBITS.
The following exhibits are filed, or incorporated by reference, as part of this
Registration Statement:
1. Registration Statement on Form SB-2 (File No. 333-57561), as
amended, filed August 5, 1998. (1)
2. Articles of Incorporation of the Registrant. Filed as Exhibit 3.1 to
the Registration Statement. (1)
3. Bylaws of the Registrant. Filed as Exhibit 3.2 to the Registration
Statement. (1)
4. Specimen of Common Stock certificate to be registered hereunder. (2)
5. Specimen of Warrant certificate to be registered hereunder. Filed as
Exhibit A to the Warrant Agreement filed as Exhibit 4.1 to the
Registration Statement. (1)
(1) Incorporated by reference from the Registration Statement as
permitted by Rule 12b-32.
(2) Filed herewith.
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.
STARLIGHT ENTERTAINMENT, INC.
(Registrant)
Date: August 19, 1998 By:/s/R.HAYDN SILLECK
R. Haydn Silleck, President
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STARLIGHT ENTERTAINMENT, INC.
Incorporated under the Laws of the State of Colorado
25,000,000 Authorized Shares No Par Value
Number Shares
______ ______
CUSIP 85553R 10 2
SEE REVERSE
FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT __________________________________ is the owner
of __________________ fully paid and non-assessable shares of no par value
Common Stock of STARLIGHT ENTERTAINMENT, INC. transferable only on the books of
the Company by the holder hereof in person or by attorney upon surrender of this
Certificate property endorsed. A statement of the powers, designations,
preferences and relative, participating, optional, or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights will be furnished to any
shareholder without charge upon request. This Certificate is not valid unless
countersigned by the Transfer Agent and Registrar.
IN WITNESS WHEREOF, the said Company has caused this Certificate to
be executed by the facsimile signatures of its duly authorized officers and to
be sealed with the facsimile seal of the Company.
Dated:_________________________
Herbert I. Lee, Secretary R. Haydn Silleck, President
STARLIGHT ENTERTAINMENT, INC.
CORPORATE SEAL
COLORADO
COUNTERSIGNED:
Corporate Stock Transfer, Inc.
Denver, Colorado
By____________________________________________
Transfer Agent & Registrar Authorized Signature
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STARLIGHT ENTERTAINMENT, INC.
TRANSFER FEE: $____ PER NEW CERTIFICATE ISSUED
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 UNIF GIFT MIN ACT
TEN ENT -as tenants by the entireties - _________ Custodian _________
JT TEN -as joint tenants with right (Cust) (Minor)
of survivorship and not as under Uniform Gifts to Minors
tenants in common Act _____________________
(State)
Additional abbreviations may also be used though not in the above list.
- --------------------------------------------------------------------------------
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 ____________ 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(s) to this
assignment must correspond with the
name(s) as written upon the face of
the certificate in every
particular, without alteration or
enlargement or any change
whatsoever.
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.
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