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
Master Graphics, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Tennessee 62-1694322
- ---------------------------------------- -----------------------------------
(State of Incorporation or Organization) (I.R.S.Employer Identification No.)
6075 Poplar Avenue, Suite 401,
Memphis, Tennessee 38119
- ---------------------------------------- -----------------------------------
(Address of principal executive offices) (Zip Code)
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: 333-49861
---------
Securities to be registered pursuant to Section 12(b) of the Act:
Name Of Each Exchange On Which
Title Of Each Class To Be So Registered Each Class Is To Be Registered
- --------------------------------------- ------------------------------
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value per share
---------------------------------------
(title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The registrant incorporates by reference herein the information set forth
under the caption "Description of Capital Stock--Common Stock" set forth in its
preliminary prospectus dated June 8, 1998 included in Amendment No. 3 to its
Registration Statement on Form S-1 (Registration No. 333-49861), filed with the
Securities and Exchange Commission on June 8, 1998 which information is
qualified in its entirety by reference to the Registrant's Charter and Bylaws,
each of which is attached as an Exhibit hereto. The section "Description of
Capital Stock--Common Stock," to be included in a form of prospectus which will
subsequently be filed by the Registrant pursuant to Rule 424(b) of the
Securities Act of 1933, as amended, shall be deemed incorporated by reference
into this registration statement.
ITEM 2. EXHIBITS
3.1 Charter of the Registrant (incorporated by reference to Exhibit 3.1 to
the Registration Statement on Form S-1 (File No. 333-49861) of the
Registrant, as amended)
3.2 Bylaws of the Registrant (incorporated by reference to Exhibit 3.3 to
the Registration Statement on Form S-1 (File No. 333-49861) of the
Registrant, as amended)
4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit
4.1 to the Registration Statement on Form S-1 (File No. 333-49861) of
the Registrant)
SIGNATURES
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.
MASTER GRAPHICS, INC.
By: /s/John P. Miller
------------------------------------
Name: John P. Miller
----------------------------------
Title: CEO
---------------------------------
Date: June 8, 1998