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
UPTOWN RESTAURANT GROUP, INC.
(Exact name of registrant as specified in its charter)
COLORADO 65-0835444
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
955 E. Javelina Avenue, Suite 114, Mesa, Arizona 85204
(Address of principal executive offices) (Zip Code)
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
Common Stock NASD Bulletin Board
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: 333-32260
Common Stock
(Title of Class)
<PAGE>
Information required in registration statement
Item 1. Description of Registrant's Securities to be Registered.
The registrant incorporates by reference herein the
description of securities included in its Form SB-2 registration
statement, Securities and Exchange Commission File No. 333-32260.
In addition, the registrant will be filing with the
Securities and Exchange Commission a form of prospectus pursuant
to its Form SB-2 registration statement, and the description of
securities contained therein shall be deemed to be incorporated
by reference in this Form 8-A registration statement.
Item 2. Exhibits.
1. Copies of the last annual report filed pursuant to
Section 13 or 15(d) of the Act or, if no such report has yet been
filed, copies of the latest registration statement filed pursuant
to Section 12(b) or (g) of the Act, or pursuant to the Securities
Act of 1933:
A. Registrant's Form SB-2, 2nd Amendment, filed
July 28, 2000 pursuant to the Securities Act of
1933 is attached as Exhibit 1.
2. Copies of all current, quarterly or semi-annual reports
filed pursuant to Section 13 or 15(d) of the Act since the end of
the fiscal year covered by the annual report filed pursuant to
Instruction II.1 of Form 8-A, or if none, since the effective
date of the latest registration statement so filed:
A. Registrant has filed no such reports.
3. Copies of the latest definitive proxy statement or
information statement, if any, filed with the Commission pursuant
to Section 14 of the Act:
A. Registrant has filed no such proxy
statements.
4. Copies of the charter and bylaws, or instruments
corresponding thereto, and copies of any other documents defining
the rights of holders of the securities to be registered:
A. Copies of registrant's Articles of
Incorporation and Bylaws are attached as Exhibits
1, 2, 3 and 4.
5. Specimens or copies of each security to be registered
hereunder:
A. A specimen of Registrant's common stock
certificate is attached as Exhibit 5.
6. Copies of the last annual report submitted to
stockholders by the registrant or its predecessors. Such annual
report shall not be deemed to be "filed" with the exchange or
otherwise subject to the liabilities of Section 18 of the Act,
except to the extent it may already be subject thereto:
A. Registrant has not submitted annual reports
to its shareholders prior to its present
registration under the Securities Exchange Act of
1934.
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.
UPTOWN RESTAURANT GROUP, INC. (Registrant)
Date: August 1, 2000
By: Robert D. Palmer, Jr.
President, Chairman of Board of Directors
