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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
Zany Brainy, Inc.
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(Exact name of registrant specified in Charter)
Pennsylvania 23-2663337
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(State or other (IRS Employee
jurisdiction of Identification No.)
incorporation)
308 East Lancaster Avenue 19096
Wynnewood, Pennsylvania
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(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:
333-74719
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
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Not Applicable Not Applicable
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered
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The Registrant is registering shares of Common Stock, par value $0.01 per
share, pursuant to a Registration Statement on Form S-1 (File No. 333-74719)
that was filed with the Securities and Exchange Commission on March 19, 1999
(the "Registration Statement"). Reference is made to the section entitled
"Description of Capital Stock" in the prospectus forming a part of the
Registration Statement, and all amendments to the Registration Statement
subsequently filed with the Commission, including any prospectus relating
thereto filed subsequently pursuant to Rule 424 of the Securities Act of 1933,
as amended. Such Registration Statement and all amendments to the Registration
Statement are hereby deemed to be incorporated by reference into this
Registration Statement in accordance with the Instruction to Item 1 of this
Form.
Item 2. Exhibits.
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3.1 Form of Amended and Restated Articles of Incorporation of the
Registrant (Incorporated by reference to Exhibit 3.1 to the
Registration Statement on Form S-1 (File No. 333-74719) of the
Registrant, as amended).
3.2 Form of Amended and Restated Bylaws of the Registrant (Incorporated by
reference to Exhibit 3.2 to the Registration Statement on Form S-1
(File No. 333-74719) of the Registrant, as amended).
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SIGNATURES
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
ZANY BRAINY, INC.
By: /s/ Keith C. Spurgeon
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Name: Keith C. Spurgeon
Dated: May 24, 1999 Title: Chief Executive Officer
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