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FORM 8-A/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
SHOREWOOD PACKAGING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 11-2742734
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
55 Engineers Lane, Farmingdale, New York 11735
(Address of principal executive offices) (Zip Code)
If this Form relates to the If this form relates to the
registration of a class of debt registration of a class of debt
securities and is effective securities and is to become
upon filing pursuant to General effective simultaneously with
Instruction A(c)(1) please check the effectiveness of a con-
the following box. / / current 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:
Not Applicable
(Title of Class)
Securities to be registered pursuant to Section 12(g) 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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Rights NASDAQ/National Market System
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Item 2. Exhibits
1. Registrant's Certificate of Incorporation as amended,
incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1, as
amended, as filed with the Commission on September 4,
1986, Commission File No. 33-8490.
2. Registrant's Certificate of Designation, Preferences
and Rights of Series B Junior Participating Preferred
Stock as filed with the Secretary of State of Delaware
on June 8, 1995.
3. Registrant's By-laws, incorporated by reference to
Exhibit 3.2 to the Registrant's Amendment No. 1 to
Registration Statement on Form S-1, as filed with the
Commission on October 20, 1986, Commission File No.
33- 8490.
4. Rights Agreement, dated June 12, 1995, entered into
between the Registrant and the Bank of New York, as
Rights Agent.
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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, thereunto duly
authorized.
Shorewood Packaging Corporation
By: /s/Howard M. Liebman
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Name: Howard M. Liebman
Title: Executive Vice
President
Date: June 12, 1995
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Exhibit Index
1. Registrant's Certificate of Incorporation as amended,
incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1, as
amended, as filed with the Commission on September 4,
1986, Commission File No. 33-8490.
2. Registrant's Certificate of Designation, Preferences
and Rights of Series B Junior Participating Preferred
Stock as filed with the Secretary of State of
Delaware on June 8, 1995.
3. Registrant's By-laws, incorporated by reference to
Exhibit 3.2 to the Registrant's Amendment No. 1 to
Registration Statement on Form S-1, as filed with the
Commission on October 20, 1986, Commission File No.
33- 8490.
4. Rights Agreement, dated June 12, 1995, entered into
between the Registrant and the Bank of New York, as
Rights Agent.
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