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
---------------------
HARVEY ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
New York 13-1534671
(State of incorporation or organization) (I.R.S. employer identification no.)
205 Chubb Avenue
Lyndhurst, New Jersey 07071
(Address of principal executive offices) (zip code)
------------------------
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
---------------------- ----------------------
Not Applicable None
--------------------------
If this Form relates to the registration of a class of securities and is
effective upon filing pursuant to General Instruction A. (d) (1), please check
the following box. [ ]
If this Form relates to the registration of a class of securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A. (d) (2), please check the following box. [X]
-------------------------
Securities Act registration statement file number to which this form relates:
Registration No. 333-42121
--------------------------
Securities to be registered pursuant to Section 12 (g) of the Act:
Redeemable Common Stock Purchase Warrants
(Title of Class)
<PAGE>
Item 1. Description of the Registrant's Securities to be Registered
The information required in response to this item is incorporated by
reference to Amendment Number 2 to the Company's Registration Statement on Form
SB-2, filed as of March 13, 1998, Commission File No. 333-42121.
A final prospectus to be filed by the registrant pursuant to Rule 424(b)
under the Securities Act shall be deemed to be incorporated by reference into
the registration statement.
Item 2. Exhibits
Exhibit
No. Description
*3.1.1 Restated Certificate of Incorporation of 1967.
*3.1.2 Certificate of Amendment of the Certificate of Incorporation of
1997.
*3.1.3 Certificate of Amendment of the Certificate of Incorporation of
December 1996.
*3.1.4 Certificate of Amendment of the Certificate of Incorporation of July
1988.
*3.1.5 Certificate of Amendment of the Certificate of Incorporation of July
1971.
*3.1.6 Certificate of Amendment of the Certificate of Incorporation of
February 1971.
*3.1.7 Certificate of Amendment of the Certificate of Incorporation of June
1969.
*3.1.8 Certificate of Amendment of the Certificate of Incorporation of
September 1968.
*4.1 Sections in Certificate of Incorporation and the Amended and Restated
By-Laws of Harvey Electronics, Inc., that define the rights of the holders of
shares of Common Stock, Preferred Stock and holders of Warrants (included in
Exhibit Nos. 3.1.2 and 3.1.3).
*4.3 Form of Redeemable Common Stock Purchase Warrant.
-------------
* Filed as exhibits to the Company's Form SB-2 Registration Statement (No.
333-42121).
<PAGE>
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.
Dated: March 26, 1998
HARVEY ELECTRONICS, INC.
By: /s/ Franklin C. Karp
-------------------------------------
Franklin C. Karp, President