SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OREGON BAKING COMPANY, dba MARSEE BAKING
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(Exact name of registrant as specified in its charter)
Oregon 97-1091480
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(State of incorporation or organization) (IRS Employer Identification No.)
2287 NW Pettygrove Street
Portland, Oregon 97210
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class to be so registered each class is to be registered
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None
If this Form relates to the registration 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 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:
333-77551
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(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
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(Title of Class)
Purchase Warrants
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(Title of Class)
Page 1 of 3
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Registrant's Common Stock and Purchase Warrants are described under
the caption "Description of Securities" in the Prospectus included in
the Registration Statement on Form SB-2 filed with the Securities and
Exchange Commission on April 30, 1999, as amended by Amendment No. 1
filed June 17, 1999, Amendment No. 2 filed July 23, 1999 and
Amendment No. 3 filed September 7, 1999, and such descriptions are
incorporated herein by reference. Such descriptions will be included
in the form of prospectus to be filed by the Registrant pursuant to
Rule 424(b) under the Securities Act of 1933, as amended, and the
description to be included therein is deemed to be incorporated
herein by this reference.
ITEM 2. EXHIBITS
(1) Registrant's Amended and Restated Articles of Incorporation.
(2) Registrant's Amended and Restated Bylaws.
(3) Form of Common Stock Certificate.
(4) Form of Purchase Warrant Certificate.
(5) Form of Purchase Warrant Agreement with Stock and Warrant
Transfer Agent.
Exhibit Index located on page 3.
SIGNATURE
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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, thereunto duly authorized.
OREGON BAKING COMPANY,
dba MARSEE BAKING
Dated: September 10, 1999
By: /s/ Raymond W. Lindstrom
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Raymond W. Lindstrom
Chairman of the Board, President and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit Page No.
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Amended and Restated Articles of Incorporation-------------------------- *
Amended and Restated Bylaws--------------------------------------------- **
Form of Common Stock Certificate---------------------------------------- +
Form of Purchase Warrant Certificate------------------------------------ ++
Form of Purchase Warrant Agreement with Transfer Agent------------------ +++
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* Incorporated by reference to Exhibit 3.1 of Registrant's
Registration Statement on Form SB-2 filed with the Securities
and Exchange Commission on April 30, 1999.
** Incorporated by reference to Exhibit 3.9 of the Registration
Statement.
+ Incorporated by reference to Exhibit 4.2 of the Registration
Statement, as amended by Amendment No. 2 filed July 23, 1999.
++ Incorporated by reference to Exhibit 4.3 of the Registration
Statement, as amended.
+++ Incorporated by reference to Exhibit 4.4 of the Registration
Statement, as amended.
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