Phoenix Preschool Holdings Inc – ‘8-A12B’ on 11/25/97

As of:  Tuesday, 11/25/97   ·   Accession #:  950116-97-2189   ·   File #:  1-13649

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Registration of a Class of Securities                  3     14K 

Document Table of Contents

8-A12B
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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 

PHOENIX PRESCHOOL HOLDINGS, INC.  
(Exact name of registrant as specified in its charter)  

     Pennsylvania                                       52-2044492
----------------------------------------                    ----------------    
(State of incorporation or organization)                    (I.R.S. Employer    
                                                         Identification No.)

31st Floor                                            
150 East 58th Street                                          
  New York, NY                                         10155
----------------------------------------                   -----------------    
(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 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 12(g) of the Exchange Act and is effective pursuant to General      
Instruction A.(d), please check the following box.[X]                           

Securities Act registration statement file number to which this form relates:   
333-31407                                                                       

Securities to be registered pursuant to 12(g) of the Act:                       

Common Stock, par value $0.10 per share 
--------------------------------------- 
(Title of class)  

Redeemable Common Stock Purchase Warrants 
----------------------------------------- 
(Title of class)  

8-A12B
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Item 1.  Description of Registrant's Securities to be Registered.               

       The description of the Registrant's Common Stock, par value $0.10 per
share, and Redeemable Common Stock Purchase Warrants, set forth under the       
heading "Description of Securities" in Amendment No. 2 to the Registrant's      
Registration Statement on Form SB-2 (Registration No. 333-31407) filed          
November 21, 1997, as such description may be amended by another amendment to   
such Registration Statement subsequently filed or by the form of prospectus     
subsequently filed pursuant to Rule 424(b) under the Securities Act, is         
incorporated herein by reference.                                               

Item 2.  Exhibits                                                               

1.1      Specimen of Common Stock Certificate (1)             
1.2      Specimen Redeemable Common Stock Purchase Warrant (2)
2.1      Articles of Incorporation of the Registrant (3)      
2.2      Bylaws of the Registrant (4)                         
2.3      Warrant Agreement (5)                                
---------------------                                                           

    (1) Incorporated by reference to Exhibit 4.1 to Amendment No. 2 to
the Registrant's Registration Statement on Form SB-2 (Registration No.          
333-31407) filed with the Securities and Exchange Commission on November 21,    
1997.                                                                           

    (2) Incorporated by reference to Exhibit 4.2 to Amendment No. 2 to
the Registrant's Registration Statement on Form SB-2 (Registration No.          
333-31407) filed with the Securities and Exchange Commission on November 21,    
1997.                                                                           

    (3) Incorporated by reference to Exhibit 3.1 to Amendment No. 2 to
the Registrant's Registration Statement on Form SB-2 (Registration No.          
333-31407) filed with the Securities and Exchange Commission on November 21,    
1997.                                                                           

    (4) Incorporated by reference to Exhibit 3.2 to Amendment No. 2 to
the Registrant's Registration Statement on Form SB-2 (Registration No.          
333-31407) filed with the Securities and Exchange Commission on November 21,    
1997.                                                                           

    (5) Incorporated by reference to Exhibit 4.2 to Amendment No. 2 to
the Registrant's Registration Statement on Form SB-2 (Registration No.          
333-31407) filed with the Securities and Exchange Commission on November 21,    
1997.                                                                           

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8-A12B
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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.               

                PHOENIX PRESCHOOL HOLDINGS, INC.

Date:  November 21, 1997        By: /s/ Michael C. Koffler                      
                           ---------------------------
                  Michael C. Koffler
                                     Chief Executive Officer, Chairman and
         President

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12B’ Filing		Date		First		Last			Other Filings
Filed on:		11/25/97
		11/21/97		2		3			SB-2/A
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