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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
All American Communications, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 95-3803222
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(State of incorporation or organization) (IRS Employer Identification Number)
2114 Pico Boulevard, Santa Monica, California 90405
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(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
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Class B Common Stock, $.0001 par value
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The description of the Class B Common Stock, $ .0001 par value, of All
American Communications, Inc. (the "Company") to be registered hereunder is set
forth under the caption "Description of Capital Stock" in the Prospectus
included within the Registration Statement of the Company on Form S-2 filed on
October 18, 1995 with the Securities and Exchange Commission (Registration No.
33-63509), as amended on November 15, 1995 (the "Registration Statement"),
which description is incorporated herein by reference.
ITEM 2. Exhibits.
No. Exhibits
4.1 Restated Certificate of Incorporation of the Company filed on
February 25, 1991 with the Secretary of State of the State of
Delaware (incorporated by reference to Exhibit 3.1 to the
Quarterly Report of the Company on Form 10-Q for the quarter
ended March 31, 1991 (the "March 1991 Form 10-Q")).
4.2 Restated Bylaws of the Company dated February 25, 1991
(incorporated by reference to Exhibit 3.2 to the March 1991
Form 10-Q).
4.3 Certificate of Designations, Preferences and Relative,
Participating, Optional or Other Special Rights of Series A
Convertible Preferred Stock of the Company filed on February
25, 1991, with the Secretary of State of the State of Delaware
(incorporated by reference to Exhibit 3.3 to the March 1991
Form 10-Q).
4.4 Certificate of Amendment to Restated Certificate of
Incorporation of the Registrant filed on March 20, 1992, with
the Secretary of State of the State of Delaware (incorporated
by reference to Exhibit 3.4 to the Company's Amendment No. 1
to Form S-1 Registration Statement filed with the Securities
and Exchange Commission on April 3, 1992).
4.5 Certificate of the Voting Powers, Designations, Preferences,
Rights, Qualifications, Limitations and Restrictions of the
Series B Convertible Preferred Stock of the Company filed on
August 2, 1994 with the Secretary of State of the State of
Delaware (incorporated by reference to Exhibit 3.1 to the
Quarterly Report of the Company on Form 10-Q for the quarter
ended June 30, 1994).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf of the undersigned, thereto duly
authorized.
Date: December 4, 1995
ALL AMERICAN COMMUNICATIONS, INC.
By: /s/ Paul Westphal
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Paul Westphal
Senior Executive Vice President
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EXHIBIT INDEX
<TABLE>
EXHIBIT NUMBER DESCRIPTION PAGE
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<S> <C> <C>
4.1 Restated Certificate of Incorporation
of the Company filed on February 25,
1991 with the Secretary of State of
the State of Delaware (incorporated
by reference to Exhibit 3.1 to the
Quarterly Report of the Company on
Form 10-Q for the quarter ended March
31, 1991 (the "March 1991 Form
10-Q")).
4.2 Restated Bylaws of the Company dated
February 25, 1991 (incorporated by
reference to Exhibit 3.2 to the March
1991 Form 10-Q).
4.3 Certificate of Designations,
Preferences and Relative,
Participating, Optional or Other
Special Rights of Series A
Convertible Preferred Stock of the
Company filed on February 25, 1991,
with the Secretary of State of the
State of Delaware (incorporated by
reference to Exhibit 3.3 to the March
1991 Form 10-Q).
4.4 Certificate of Amendment to Restated
Certificate of Incorporation of the
Registrant filed on March 20, 1992,
with the Secretary of State of the
State of Delaware (incorporated by
reference to Exhibit 3.4 to the
Company's Amendment No. 1 to Form S-1
Registration Statement filed with the
Securities and Exchange Commission on
April 3, 1992).
4.5 Certificate of the Voting Powers,
Designations, Preferences, Rights,
Qualifications, Limitations and
Restrictions of the Series B
Convertible Preferred Stock of the
Company filed on August 2, 1994 with
the Secretary of State of the State
of Delaware (incorporated by
reference to Exhibit 3.1 to the
Quarterly Report of the Company on
Form 10-Q for the quarter ended June
30, 1994).
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