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
Cornerstone Brands, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 01-0520036
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(State of incorporation (IRS Employer
or organization) Identification No.)
415 Congress Street, Suite 600, Portland, Maine 04101
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction A.(c), pursuant to General Instruction A.(d),
please check the following box. [ x ] please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-62235
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(If applicable)
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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Common Stock, $.001 par value per share The New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Item 1: Description of Registrant's Securities to be Registered.
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The description under the heading "Description of Capital Stock" relating
to the Registrant's Common Stock, $.001 par value per share, in the Prospectus
included in the Registrant's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission (the "Registration Statement on Form S-1")
(File No. 333-62235) is incorporated herein by reference.
Item 2: Exhibits.
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The following exhibits are filed herewith (or incorporated by reference as
indicated below):
1. Agreement and Plan of Reorganization dated as of August 25, 1998 by an
among the Registrant, Smith+Noble LLC and certain other parties named
therein, incorporated by reference to Exhibit 2.1 to the Company's
Registration Statement on Form S-1.
2. Certificate of Incorporation of the Registrant, as amended,
incorporated by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1.
3. Certificate of Amendment to Certificate of Incorporation of the
Registrant, incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-1.
4. Amended and Restated Certificate of Incorporation of the Registrant,
incorporated by reference to Exhibit 3.3 to the Company's Registration
Statement on Form S-1.
5. Bylaws of the Registrant, as amended, incorporated by reference to
Exhibit 3.4 to the Company's Registration Statement on Form S-1.
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.
Cornerstone Brands, Inc.
By: /s/William T. End
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William T. End
Chief Executive Officer
September 23, 1998