SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WORLD OF SCIENCE, INC.
(Exact name of registrant as specified in its charter)
New York 16-0963838
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
900 Jefferson Road, Building Four, Rochester, New York 14623
(Address, including zip code of registrant's principal executive offices)
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(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
par value $.01 per share
______________________________________________________________
(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
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The description of the Registrant's common stock, par value $.01 per share
(the "Common Stock"), as included under the caption "Description of Capital
Stock" at page 35 of the Prospectus forming a part of the Registrant's pre-
effective Amendment No. 1 to its Registration Statement on Form S-1, filed with
the Securities and Exchange Commission (the "Commission") on June 5, 1997,
Registration Number 333-25031, including exhibits, and as may be subsequently
amended from time to time (the "Registration Statement"), is hereby incorporated
by reference. Capitalized terms used herein and not otherwise defined have the
meanings assigned to them in the Registration Statement.
Item 2. Exhibits.
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1. Form of Restated Certificate of Incorporation of the Registrant
(incorporated herein by reference to the Registrant's Registration
Statement on Form S-1 filed with the Commission on April 11, 1997
(Registration Number 333-25031)).
2. Form of Bylaws of the Registrant, as amended (incorporated herein by
reference to the Registrant's Registration Statement on Form S-1 filed
with the Commission on April 11, 1997 (Registration Number 333-
25031)).
3. Specimen Certificate of Common Stock of Registrant (incorporated
herein by reference to the Registrant's pre-effective Amendment No.1
to its Registration Statement on Form S-1 filed with the Commission on
June 5, 1997 (Registration Number 333-25031)).
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.
Date: June 10, 1997 WORLD OF SCIENCE, INC.
By: /s/ Charles A. Callahan
________________________________
Charles A. Callahan
Chief Financial Officer
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