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
COLOR SPOT NURSERIES, INC.
--------------------------
(Exact name of registrant as specified in its charter)
Delaware 68-0363266
- ----------------------------------- -----------------------------------
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
3478 Buskirk Avenue, Pleasant Hill, California 94523
----------------------------------------------------
(Address, including zip code, of principal executive offices)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act and is
is effective pursuant to effective pursuant to General
General Instruction A.(c), Instruction A.(d), please check
please check the following box. the following box. /X/
/ /
Securities Act registration statement file number to which this form relates:
333-37335
- ---------
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so Name of each exchange on which each
registered class is to be registered
- --------------------------------- -----------------------------------
Not applicable Not applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Series A Preferred Stock, $.01 par value per share
--------------------------------------------------
Warrants to purchase Common Stock
---------------------------------
(Titles of classes)
Page 1 of 4
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Series A Preferred Stock, $.01 par value per share,
included under the caption "Description of Series A Preferred Stock" in the
Prospectus contained in the Registration Statement on Form S-1 (File No.
333-37335) filed with the Securities and Exchange Commission is hereby
incorporated by reference.
The description of the Warrants to purchase Common Stock of the Company,
included under the caption "Description of Warrants" in the Prospectus contained
in the Registration Statement on Form S-1 (File No. 333-37335) filed with the
Securities and Exchange Commission is hereby incorporated by reference.
ITEM 2. EXHIBITS.
Exhibit
Number Description
------- -----------
3.1 Amended and Restated Certificate of Incorporation of Color Spot
Nurseries, Inc. Incorporated by reference to Exhibit 3.1 of the
Registration Statement on Form S-1 (File No. 333-37335).
3.2 Amended and Restated By-Laws of Color Spot Nurseries, Inc.
Incorporated by reference to Exhibit 3.2 of the Registration Statement
on Form S-1 (File No. 333-37335).
3.3 Form of Certificate of Designation of the Series A Preferred Stock.
Incorporated by reference to Exhibit 3.3 of the Registration Statement
on Form S-1 (File No. 333-37335).
4.1 Form of Preferred Stock certificate. Incorporated by reference to
Exhibit 4.1 of the Registration Statement on Form S-1 (File
No. 333-37335).
4.3 Form of Warrant Agreement (including form of Warrant). Incorporated
by reference to Exhibit 4.3 of the Registration Statement on Form S-1
(File No. 333-37335).
10.5 Stockholders Agreement dated as of December 31, 1996. Incorporated by
reference to Exhibit 10.5 of the Registration Statement on Form S-1
(File No. 333-37335).
Page 2 of 4
10.6 Employee Stockholders Agreement dated as of June 1, 1997.
Incorporated by reference to Exhibit 10.6 of the Registration
Statement on Form S-1 (File No. 333-37335).
Page 3 of 4
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
COLOR SPOT NURSERIES, INC.
By: /s/ Michael F. Vukelich
-----------------------
Michael F. Vukelich,
Chairman of the Board and Chief Executive Officer
Date: December 8, 1997
Page 4 of 4