FORM 8-A
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
DECOR GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 13-3911958
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(State of or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
320 Washington Street
Mt. Vernon, NY 10553
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(Address of Principal) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
Shares of Common Stock, par value, $.0001 per share
Warrants to purchase shares of Common stock
Item 1. Description of Registrant's Securities to be Registered.
Incorporated herein by reference to the section entitled
"Description of Securities" contained on pages 59-62 of
Amendment No. 4 to the Company's Registration Statement filed
on Form SB-2 (Registration No. 333-5553) filed on October 22,
1996. The "Description of Securities" section contained in
the prospectus to be filed pursuant to Rule 424(b) under the
Securities Act, is also hereby incorporated by reference.
Item 2. Exhibits.
Exhibit
Document No.
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(a) Form of Underwriting Agreement.**** 1.01
(b) Form of Selected Dealers Agreement.**** 1.02
(c) Agreement Among Underwriters.**** 1.03
(d) Warrant Exercise Fee Agreement.**** 1.04
(e) Certificate of Incorporation of the Company.* 3.01
(f) By-Laws of the Company.* 3.02
(g) Form of Warrant Agreement by and among the Company 4.05
and American Stock Transfer & Trust Company.****
(h) Form of Representative's Share Purchase Warrant.**** 4.06
(i) Form of Representative's Purchase Option.***** 4.10
(j) Opinion of Bernstein & Wasserman, LLP, counsel to the
Company.***** 5.01
(k) Consent of Bernstein & Wasserman, LLP***** 23.01
(included in Exhibit 5.01).
(l) Consent of Moore Stephens, P.C., formerly known as 23.02
Mortenson & Associates, P.C.******
* Incorporated herein by reference to the Company's Registration
Statement, Registration No. 333-5553 as filed with the Securities and
Exchange Commission on June 7, 1996 at the exhibit number set forth
opposite such document.
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** Incorporated herein by reference to Amendment No. 1 to the Company's
Registration Statement, Registration No. 333-5553 as filed with the
Securities and Exchange Commission on August 29, 1996 at the exhibit
number set forth opposite such document.
*** Incorporated herein by reference to Amendment No. 2 to the Company
Registration Statement, Registration No. 333-5553 as filed with the
Securities and Exchange Commission on September 27, 1996, at the
exhibit number set forth opposite such document.
**** Incorporated herein by reference to Amendment No. 3 to the Company's
Registration Statement, Registration No. 333-5553 as filed with the
Securities and Exchange Commission on October 18, 1996.
***** Incorporated herein by reference to Amendment No. 4 to the Company's
Registration Statement, Registration No. 333-5553 as filed with the
Securities and Exchange Commission on August 2, 1996.
****** Incorporated herein by reference to Amendment No. 5 to the Company's
Registration Statement, Registration No. 333-5553 as filed with the
Securities and Exchange Commission on November 1, 1996.
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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, thereto duly authorized.
DECOR GROUP, INC.
By: /s/ Max Munn
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Name: Max Munn
Title: Chairman of the Board
Dated: November 5, 1996
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