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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
G.I. JOE'S, INC.
(Exact name of registrant as specified in its charter)
OREGON 93-0500948
(State of incorporation or (I.R.S. Employer Identification No.)
organization)
9805 S.W. BOEKMAN ROAD, WILSONVILLE, OREGON 97070
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
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 Act registration statement file number to which this form
relates: 333-61527
Securities to be registered pursuant to Section 12(g) of the
Act:
COMMON STOCK, WITHOUT PAR VALUE
(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The material set forth in the section captioned "Description of Capital Stock"
in the form of prospectus to be filed with the Securities and Exchange
Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended,
in connection with the Registrants' Registration Statement on Form S-1 (File No.
333-61527) filed with the Securities and Exchange Commission on August 14, 1998
(as amended, the "Registration Statement"), shall be deemed to be incorporated
herein by this reference.
ITEM 2. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------ ------------
<S> <C>
1.1 Amended and Restated Articles of Incorporation (filed as Exhibit 3.1
to the Registration Statement (defined above))
1.2 Amended and Restated Bylaws (filed as Exhibit 3.2 to the Registration
Statement)
1.3 Form of Common Stock Certificate (filed as Exhibit 4.1 to the
Registration Statement)
</TABLE>
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SIGNATURES
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, on December
23, 1998.
G.I. JOE'S, INC.
By: /s/ Norman P. Daniels
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Norman P. Daniels
Chairman of the Board, President
and Chief Executive Officer
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