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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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SIMMONS MEDIA GROUP, INC.
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(Exact name of registrant as specified in its charter)
UTAH 87-0336015
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(State of Incorporation or Organization) (IRS Employer Identification)
515 SOUTH 700 EAST, SALT LAKE CITY, UTAH 84102
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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), 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), check the following box. /X/
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
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(Title of Class)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
A complete description of the common stock, no par value per share, of
Simmons Media Group, Inc. (the "Registrant"), which is to be registered
hereunder is contained under the caption "Description of Capital Stock" in the
prospectus which constitutes part of the Registrant's Registration Statement on
Form S-1, filed by the Registrant with the Securities and Exchange Commission on
August 11, 2000, as amended from time to time, pursuant to the Securities Act of
1933, as amended (the "S-1 Registration Statement"). Such description is hereby
incorporated by reference.
Item 2. EXHIBITS
The following exhibits are filed herewith or are incorporated by reference
as indicated below.
EXHIBIT NUMBER DESCRIPTION
3.1* Articles of Incorporation of Simmons Family, Inc.
(predecessor to the Registrant), dated and filed as of June
3, 1977.
3.2* Articles of Amendment to Articles of Incorporation of
Simmons Family, Inc. (First Amendment), dated as of February
11, 1988 and filed as of February 12, 1988.
3.3* Articles of Amendment to Articles of Incorporation of
Simmons Family, Inc. (Second Amendment), dated as of June
21, 1996 and filed as of June 25, 1996.
3.4* Articles of Amendment to Articles of Incorporation of
Simmons Family, Inc. (Third Amendment), dated as of June 21,
1996 and filed as of June 26, 1996.
3.5* Articles of Amendment to Articles of Incorporation of
Simmons Family, Inc. (Fourth Amendment), dated as of April
30, 1998 and filed as of May 1, 1998, effecting name change
to Simmons Media Group, Inc.
4.1* Specimen of certificate representing the common stock,
no par value, of the Registrant.
*Incorporated by reference to the identically numbered exhibit to the S-1
Registration Statement.
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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.
Simmons Media Group, Inc.
By: /s/ Bruce W. Thomas
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Name: Bruce W. Thomas
Title: Executive Vice President and Chief
Financial Officer
Date: August 11, 2000
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EXHIBIT INDEX
Exhibit Number Description
3.1* Articles of Incorporation of Simmons Family, Inc.
(predecessor to the Registrant), dated and filed as of June
3, 1977.
3.2* Articles of Amendment to Articles of Incorporation of
Simmons Family, Inc. (First Amendment), dated as of February
11, 1988 and filed as of February 12, 1988.
3.3* Articles of Amendment to Articles of Incorporation of
Simmons Family, Inc. (Second Amendment), dated as of June
21, 1996 and filed as of June 25, 1996.
3.4* Articles of Amendment to Articles of Incorporation of
Simmons Family, Inc. (Third Amendment), dated as of June 21,
1996 and filed as of June 26, 1996.
3.5* Articles of Amendment to Articles of Incorporation of
Simmons Family, Inc. (Fourth Amendment), dated as of April
30, 1998 and filed as of May 1, 1998, effecting name change
to Simmons Media Group, Inc.
4.1* Specimen of certificate representing the common stock,
no par value, of the Registrant
*Incorporated by reference to the identically numbered exhibit to the
Registration Statement on Form S-1 of Simmons Media Group, Inc. filed on August
11, 2000, as amended.
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