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As filed with the Securities and Exchange Commission on June 11, 1996
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
TYCO TOYS, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3319358
(State of Incorporation or organization) (I.R.S. Employer Identification No.)
6000 Midlantic Drive, Mount Laurel, N.J. 08054
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a
class of debt securities and is effective upon
filing pursuant to General Instruction A(c)(1)
please check the following box. [ ]
If this Form relates to the registration of a
class of debt 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(c)(2) please
check the following box. [ ]
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
Depository Shares, each representing
one-twentieth of a share of Series C
Mandatorily Convertible Redeemable
Preferred Stock New York Stock Exchange
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Stock to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Exhibit Index begins on Page 2
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Item 1. Description of Registrant's
Securities to be Registered
Reference is made to the captions "Description of Series C
Preferred Stock" and "Description of Depositary Shares" on pages 43 through 50
of the Registrant's Registration Statement (the "Registration Statement") on
Form S-3 (File No. 333-03301), filed with the Securities and Exchange
Commission on May 8, 1996, which is hereby incorporated by reference.
Item 2. Exhibits
All of the following exhibits are incorporated by reference:
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<S> <C>
1. Specimen of Security to be Incorporated by
Registered reference to
1.1 Form of Depositary Receipt Exhibit 99.1 to the Registration Statement
2. Constituent Instruments
Defining Rights of Holders
of Registered Securities
2.1 Form of Certificate of Designations,
Preferences, Rights and Limitations
of the Series C Mandatorily
Convertible Redeemable Preferred
Stock. Exhibit 4.1 to the Registration Statement
2.2 Form of Deposit Agreement Exhibit 4.2 to the 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, thereunto duly
authorized.
TYCO TOYS, INC.
By: R. Michael Kennedy, Jr.
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R. Michael Kennedy, Jr.
Senior Vice President
Dated: June 11, 1996
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