<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PAPER WAREHOUSE, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1612534
(State of incorporation or organization) (I.R.S. Employer Identification No.)
7630 Excelsior Boulevard
Minneapolis, Minnesota
(Address of principal executive offices)
55426
(Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective upon filing pursuant to
General Instruction A.(c) please check the following box. / /
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d)(2) please check the following box. /X/
Securities Act registration statement file number to which this form relates:
333-36911
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
- ------------------- ------------------------------
None.
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value per share
(Title of Class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
This registration statement relates to the registration with the
Securities and Exchange Commission of shares of Common Stock, par value $0.01
per share (the "Common Stock"), of Paper Warehouse, Inc., a Minnesota
corporation (the "Registrant"). The description of the Common Stock to be
registered hereunder set forth under the caption "Description of Capital
Stock - Common Stock" in the Registrant's Registration Statement on Form S-1,
Registration No. 333-36911, is incorporated herein by reference.
ITEM 2. EXHIBITS
1. Amended and Restated Articles of Incorporation of the Registrant
(incorporated herein by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 Registration No. 333-36911).
2. Amended and Restated By-laws of the Registrant (incorporated by
reference to Exhibit 3.2 to the Registrant's Registration Statement on
Form S-1, Registration No. 333-36911).
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.
Paper Warehouse, Inc.
By: /s/ Yale T. Dolginow
------------------------
Yale T. Dolginow
Chief Executive Officer
Dated: November 6, 1997
155886
