As filed with the Securities and Exchange Commission on August 20, 1999
File No. ______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
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Avery Communications, Inc.
(Exact name of registrant as specified in its charter)
Delaware 12-2227079
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
190 South LaSalle Street, Suite 1710 60603
Chicago, Illinois (Zip Code)
(Address of principal executive offices)
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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 form relates:
333-65133
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered each class is to be registered
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
Item 1. Description of Registrant's Securities to be Registered
The description of the Common Stock, par value $.01 per share (the
"Common Stock"), of the registrant under the caption "Description of Capital
Stock" contained in the registrant's Registration Statement on Form SB-2 (File
No. 333-65133), as filed with the Securities and Exchange Commission on
September 30, 1999, as amended from time to time, is hereby incorporated by
reference. If the description of the Common Stock is included in a form of
prospectus subsequently filed by the registrant pursuant to Rule 424(b) under
the Securities Act of 1933, as amended, the description of the Common Stock in
such prospectus shall be deemed to be incorporated by reference into this
registration statement.
Item 2. Exhibits
The following exhibits to the registrant's Registration Statment on
Form SB-2 (File No. 333-65133), as filed with the Securities and Exchange
Commission on September 30, 1998, as amended from time to time, each of which is
numbered to correspond to the exhibit number of each such exhibit in Item 27 of
such Registration Statement, are hereby incorporated by reference:
Exhibit
Number Description of Document
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3.1 Certificate of Incorporation, as amended
3.2 Amended and Restated Bylaws
4.1 Specimen Common Stock Certificate
4.2 Form of Warrant Exchange and Exercise Agreement
4.3 Form of Warrant Exercise and Securities Exchange Agreement
for $800,000 Bridge Loan Notes
4.4 Form of Warrant Exercise and Securities Exchange Agreement
for $1,050,000 Promissory Note
4.5 Form of Warrant Exercise and Securities Exchange Agreement
for $340,000 Promissory Notes
4.6 Registration Rights Agreement by and among Avery
Communications, Inc. and Joseph W. Webb, James A. Young,
Edward L. Dunn, Philip S. Dunn, Harold D. Box, and David W.
Mechler, Jr. dated November 15, 1996
4.7 Registration Rights Agreement by and between Avery
Communications, Inc. and The Franklin Holding Corporation
(Delaware) dated May 30, 1997
4.8 Registration Rights Agreement by and between Avery
Communications, Inc. and Roger Felberbaum dated December 5,
1996
4.9 Registration Rights Agreement by and between Avery
Communications, Inc. and Giulio Curiel dated December 31,
1996
4.10 Registration Rights Agreement by and between Avery
Communications, Inc. and Sabina International S.A. dated
December 31, 1996
4.12 Registration Rights Agreement by and between Avery
Communications, Inc. and Thomas A. Montgomery dated January
24, 1997
4.13 Registration Rights Agreement by and between Avery
Communications, Inc. and Thurston Bridge Fund, L.P. dated
December 6, 1996
4.14 Registration Rights Agreement by and between Avery
Communications, Inc. and Eastern Virginia Small Business
Investment Corporation dated December 23, 1996
4.15 Securities Exchange Agreement for 1996 HBS Series
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.
AVERY COMMUNICATIONS, INC.
By: /s/ SCOT M. MCCORMICK
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Scot M. McCormick,
Vice President,
Chief Financial Officer
and Secretary
Date: August 19, 1999