As filed with the Securities and Exchange Commission on February 28, 1997
Registration No. 34-_____
================================================================================
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
____________
ADVANTAGE LEARNING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
WISCONSIN 39-1559474
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
____________
2911 Peach Street, Wisconsin Rapids, Wisconsin 54495-8036
(Address of principal executive offices) (Zip Code)
____________
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
------------------- ------------------------------
None None
____________
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(g) OF THE ACT:
Common Stock, $.01 par value
(Title of class)
================================================================================
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Common Stock, $.01 par value, of Advantage
Learning Systems, Inc. (the "Registrant") to be registered hereunder is
contained under the caption "Description of Capital Stock" in the
Prospectus constituting a part of the Registration Statement on Form S-
1 filed by the Registrant with the Commission on February 28, 1997,
which description is incorporated herein by reference.
ITEM 2. EXHIBITS.
The following exhibits are incorporated herein by reference as part of
this Registration Statement:
1. Current Articles of Incorporation, as amended (incorporated by
reference to Exhibit 3.1 to the Registrant's Form S-1 Registration
Statement).
2. Form of Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.2 to the Registrant's Form
S-1 Registration Statement).
3. Current By-Laws (incorporated by reference to Exhibit 3.3 to the
Registrant's Form S-1 Registration Statement).
4. Form of Amended and Restated By-Laws (incorporated by reference to
Exhibit 3.4 to the Registrant's Form S-1 Registration Statement).
5. Form of Common Stock certificate (incorporated by reference to
Exhibit 4.1 to the Registrant's Form S-1 Registration Statement).
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.
(Registrant) Advantage Learning Systems, Inc.
Date: February 28, 1997
By: /s/ Michael H. Baum
----------------------------------
Michael H. Baum
Chief Executive Officer
ADVANTAGE LEARNING SYSTEMS, INC.
FORM 8-A EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
1. Current Articles of Incorporation, as amended (incorporated by
reference to Exhibit 3.1 to the Registrant's Form S-1
Registration Statement).
2. Form of Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.2 to the Registrant's
Form S-1 Registration Statement).
3. Current By-Laws (incorporated by reference to Exhibit 3.3 to the
Registrant's Form S-1 Registration Statement).
4. Form of Amended and Restated By-Laws (incorporated by reference
to Exhibit 3.4 to the Registrant's Form S-1 Registration
Statement).
5. Form of Common Stock certificate (incorporated by reference to
Exhibit 4.1 to the Registrant's Form S-1 Registration
Statement).