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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
WHEELS SPORTS GROUP, INC.
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 57-0946747
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1368 SALISBURY ROAD
MOCKSVILLE, NORTH CAROLINA 27028
(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
to be so registered: which 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
(Title of Class)
WARRANTS TO PURCHASE COMMON STOCK
(Title of Class)
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WHEELS SPORTS GROUP, INC.
FORM 8-A
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Reference is made to the description of the Common Stock and Warrants
to purchase Common Stock prepared in compliance with Item 202 of Regulation
S-B, set forth beneath the caption "Description of Securities" in the
prospectus filed by Wheels Sports Group, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") as part of the Company's
Registration Statement on Form SB-2 (Reg. No. 333-6340), as amended (the
"Registration Statement").
ITEM 2. EXHIBITS.
I. The securities to be registered on this Form are to be registered
pursuant to Section 12(g) of the Act. Pursuant to "Instructions As To
Exhibits" accompanying Form 8-A, the following constituent instruments defining
the rights of the holders of Common Stock and Warrants to Purchase Common Stock
are incorporated herein by reference from the Registration Statement.
4.1 Form of specimen certificate for Common Stock of the Company.
4.2 Form of specimen certificate for Warrants to Purchase Common
Stock of the Company.
4.3 Form of Purchase Warrants for warrants to purchase shares of
Common Stock to be issued by the Company to Schneider Securities,
Inc. (the "Representative").
4.4 Form of Purchase Warrants for shares of Common Stock to be issued
by the Company to the Representative.
4.5 Form of Warrant Agreement by and among the Company, American
Securities Transfer & Trust, Inc. and the Representative.
4.6 Form of Escrow Agreement, effective December 13, 1996, by and
among the Company, American Securities Transfer & Trust, Inc.,
the Representative and the shareholders of the Company.
II. The securities to be registered on this Form are not to be
registered on an exchange; accordingly, the requirements of Instruction II are
not applicable.
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.
WHEELS SPORTS GROUP, INC.
Date: March 27, 1997 By: /s/ Howard L. Correll, Jr.
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Howard L. Correll, Jr., President