FORM 8-A
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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
XOX Corporation
(Exact name of registrant as specified in its charter)
Delaware 93-0898539
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1450 Energy Park Drive, Suite 120, Saint Paul, Minnesota 55108
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
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(g) of the Act:
Units consisting of one share of common stock, $.025 par value per
share, and one redeemable common stock purchase warrant.
(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF SMALL BUSINESS ISSUER'S SECURITIES TO BE REGISTERED.
This registration statement relates to the registration with the
Securities and Exchange Commission of 850,000 Units of XOX Corporation, a
Delaware corporation (the "Small Business Issuer"). The description of the Units
to be registered hereunder is set forth under the caption "Description of
Securities" of the Small Business Issuer's registration statement on Form SB-2
(Registration No. 333-05112-C), originally filed with the Securities and
Exchange Commission on June 21, 1996, and amendments thereto (the "Registration
Statement"), and is incorporated herein by reference.
ITEM 2. EXHIBITS.
Form 8-A Exhibit Description
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4.1 Amended and Restated Certificate of Incorporation of Small
Business Issuer (incorporated herein by reference to Exhibit 3.1
to the Registration Statement).
4.2 Amended and Restated Bylaws of Small Business Issuer
(incorporated herein by reference to Exhibit 3.2 to the
Registration Statement).
5.1 Specimen of unit certificate (incorporated herein by reference to
Exhibit 4.1 to the Registration Statement).
5.2 Form of Warrant Agreement, including form of Redeemable Warrant
(incorporated herein by reference to Exhibit 4.2 to the
Registration Statement).
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.
XOX CORPORATION
Date August 29, 1996
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By /s/ Lawrence W. McGraw
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Lawrence W. McGraw, President and Chief Executive Officer
