SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOTOBALL USA, INC.
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(Exact name of registrant as specified in its charter)
Delaware 33-0614889
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(State of incorporation (IRS Employer
or organization) Identification No.)
3738 Ruffin Road, San Diego, California 92123
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which each class is to
To be so registered be registered
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None N/A
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:
Common Stock, par value $.01 per share
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(Title of Class)
Redeemable Common Stock Purchase Warrant
to purchase one share of Common Stock
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(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
For a description of the Common Stock, par value $.01 per share, of the
Registrant and Redeemable Common Stock Purchase Warrants, each providing for
the purchase of one share of Common Stock, of the Registrant being registered
hereunder, reference is made to the information under the heading "Description
of Securities" on pages 37 through 39 of the Registrant's Prospectus dated
June 24, 1996 forming a part of Post Effective Amendment No. 2 to the
Registrant's Registration Statement on Form SB-2 (Reg. No. 33-80508) as filed
with the Securities and Exchange Commission on June 18, 1996. The
aforementioned description is hereby incorporated by reference
herein and made a part of this registration statement.
Item 2. Exhibits.
(1) Registrant's Post-Effective Amendment No.2 to the
Registration Statement on Form SB-2 as filed with the
Securities and Exchange Commission on June 18, 1996
(incorporated herein by reference (Reg. No. 33-80508)).
(2) Registrant's Amended and Restated Certificate of Incorporation
(incorporated herein by reference to Exhibit 3.1(2) of the
Registration Statement on Form SB-2 of Fotoball USA, Inc.
(Reg. No. 33-80508)).
(3) Registrant's Amended and Restated By-Laws (incorporated herein
by reference to Exhibit 3.2(2) of the Registration Statement
on Form SB-2 of Fotoball USA, Inc. (Reg. No. 33-80508)).
(4) Warrant Agreement (incorporated herein by reference to Exhibit
4.2 of the Registration Statement on Form SB-2 of Fotoball USA,
Inc. (Reg. No. 33-80508)).
(5) Registrant's Specimen Warrant Certificate (incorporated herein
by reference to Exhibit 4.3 of the Registration Statement on
Form SB-2 of Fotoball USA, Inc. (Reg. No. 33-80508)).
(6) Registrant's Specimen Stock Certificate (incorporated herein
by reference to Exhibit 4.4 of the Registration Statement on
Form SB-2 of Fotoball USA, Inc. (Reg. No. 33-80508)).
(2)<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.
Fotoball USA, Inc.
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(Registrant)
Dated: October 17, 1996 By: /s/ Michael Favish
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President and Chief
Executive Officer
(3)
<PAGE>
EXHIBIT INDEX
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Exhibit
No. Exhibit
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(1) Post-Effective Amendment No. 2 to the Registration Statement on
Form SB-2 of Fotoball USA, Inc. as filed with the Securities and
Exchange Commission on June 18, 1996 (incorporated herein by
reference (Reg. No. 33-80508)).
(2) Amended and Restated Certificate of Incorporation of Fotoball USA, Inc.
(incorporated herein by reference to Exhibit 3.1(2) of the Registration
Statement on Form SB-2 of Fotoball USA, Inc. (Reg. No. 33-80508)).
(3) Amended and Restated By-laws of Fotoball USA, Inc. (incorporated herein
by reference to Exhibit 3.2(2) of the Registration Statement on Form
SB-2 of Fotoball USA, Inc. (Reg. No. 33-80508)).
(4) Warrant Agreement by and between Fotoball USA, Inc. and Continental
Stock Transfer (incorporated herein by reference to Exhibit 4.2 of the
Registration Statement on Form SB-2 of Fotoball USA, Inc. (Reg. No.
33-80508)).
(5) Specimen Warrant Certificate (incorporated herein by reference to
Exhibit 4.3 of the Registration Statement on Form SB-2 of Fotoball
USA, Inc. (Reg. No. 33-80508)).
(6) Specimen Stock Certificate (incorporated herein by reference to Exhibit
4.4 of the Registration Statement on Form SB-2 of Fotoball USA, Inc.
(Reg. No. 33-80508)).
(4)
