<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 issuer as specified in its charter)
MINNESOTA 41-1612534
(State of incorporation or organization) (I.R.S. Employer Identification No.)
7630 EXCELSIOR BOULEVARD
MINNEAPOLIS, MINNESOTA 55426
(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 securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), 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), check the following box. [ X ]
Securities Act registration statement file number to which this from
relates: 333-79161.
Securities to be registered pursuant to Section 12(g) of the Act:
9% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2005
AND
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of class)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Registrant incorporates herein by reference the sections entitled
"Description of Debentures," "Description of Capital Stock -- Common Stock" and
"Description of Capital Stock -- State Law Provisions with Potential
Anti-Takeover Effect" in the Prospectus portion of the Registrant's Registration
Statement on Form S-1 (Reg. No. 333-79161) filed by the Registrant under the
Securities Act of 1933, as amended, on May 24, 1999, as amended in the
Pre-Effective Amendment No. 1 filed on June 15, 1999, as the same may be
subsequently amended by amendments to the Registration Statement, and to the
extent applicable, such sections of any prospectus relating to such Registration
Statement filed with the Securities and Exchange Commission pursuant to Rule
424(b) under the Securities Act of 1933, as amended.
ITEM 2. EXHIBITS.
The following is a list of all exhibits filed as part of this
Registration Statement:
Exhibit 1 Registrant's Amended and Restated Articles of
Incorporation (incorporated by reference to Exhibit 3.1
to the Registrant's Registration Statement on Form S-1
(Reg. No. 333-36911)).
Exhibit 2 Registrant's Amended and Restated By-laws (incorporated
by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 (Reg. No.
333-36911)).
Exhibit 3 Form of Indenture dated June ____, 1999 between the
Company and Norwest Bank Minnesota N.A. relating to the
9% Convertible Subordinated Debentures due 2005
(incorporated by reference to Exhibit 4.4 to the
Company's Pre-Effective Amendment No. 1 to Form S-1
filed with the SEC on June 15, 1999 (Reg. No.
333-79161)).
Exhibit 4 Form of 9% Convertible Subordinated Debenture due 2005
(incorporated by reference to Exhibit 4.5 to the
Company's Pre-Effective Amendment No. 1 to Form S-1
filed with the SEC on June 15, 1999 (Reg. No.
333-79161)).
2
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized.
PAPER WAREHOUSE, INC.
Dated: June 16, 1999 By: /s/ Yale T. Dolginow
---------------------------------------
Yale T. Dolginow
Its: President and Chief Executive Officer
3
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
PAPER WAREHOUSE, INC.
EXHIBIT INDEX
to
REGISTRATION STATEMENT ON
FORM 8-A
----------------
<TABLE>
<CAPTION>
Exhibit Method of Filing
- ------- ----------------
<S> <C> <C>
1 Registrant's Amended and Restated Articles of Incorporation............(2)
2 Registrant's Amended and Restated By-laws..............................(2)
3 Form of Indenture dated June ___, 1999
between the Company and Norwest Bank Minnesota N.A...................(1)
4 Form of 9% Convertible Subordinated Debenture due 2005................(1)
</TABLE>
- -----------------------------
(1) Incorporated by reference into Paper Warehouse, Inc.'s Registration
Statement on Form S-1 (Reg. No. 333-79161).
(2) Incorporated by reference into Paper Warehouse, Inc.'s Registration
Statement on Form S-1 (Reg. No. 333-36911).
4
