-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RqoQY4NWAw2h3uVG8gpKvis00tdojhayxGl3v0aowLdP7cpgX412uLaZP6uWK1Qf ob3bA6NsbDf+5TMW7PHPMA== 0000912057-97-020517.txt : 19970618 0000912057-97-020517.hdr.sgml : 19970618 ACCESSION NUMBER: 0000912057-97-020517 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970617 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: RETROSPETTIVA INC CENTRAL INDEX KEY: 0001015383 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954298051 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-13101 FILM NUMBER: 97625112 BUSINESS ADDRESS: STREET 1: 8825 WEST OLYMPIC BLVD CITY: BEVERLY HILLS STATE: CA ZIP: 90211 8-A12B 1 8-A12B FORM 8-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 RETROSPETTIVA, INC. (Exact name of registrant as specified in its charter) CALIFORNIA 95-4298051 (State (jurisdiction) of (IRS Employer Identification incorporation or organization) Number) 8825 WEST OLYMPIC BLVD. BEVERLY HILLS, CALIFORNIA 90211 (310) 657-4488 90211 (Address of principal executive offices) (Zip Code) 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(b) of the Act: None. Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, no par value; Common Stock Purchase Warrants DESCRIPTION OF SECURITIES ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED Registrant's Registration Statement on Form SB-2 under the Securities Act of 1933, No. 333-29295, filed on June 13, 1997 and as amended from time to time thereafter, is incorporated herein by reference, including specifically, "Description of Securities", contained therein. ITEM 2. EXHIBITS 1 1.1 Specimen Certificate for no par value Common Stock of the Registrant 1.2 Specimen Warrant Certificate is incorporated by Reference to Exhibit 4.02 to the Registration Statement on Form SB-2 under the Securities Act of 1933, No. 333-29295, filed on June 13, 1997. 2. Restated Articles of Incorporation of Registrant, filed as Exhibit 3.01 to the Registration Statement on Form SB-2 under the Securities Act of 1933, No. 333-29295, filed on June 13, 1997 and incorporated herein by reference. 3. Bylaws of Registrant, as amended, filed as Exhibit 3.02 to the Registration Statement on Form SB-2 under the Securities Act of 1933, No. 333-29295, filed on June 13, 1997 and incorporated herein by reference. 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. RETROSPETTIVA, INC. By /s/ Michael D. Silberman -------------------------------------- Michael D. Silberman Chief Financial Officer Date: June 16, 1997 EX-1.1 2 EXHIBIT 1.1 NUMBER RETROSPETTIVA, INC. [Illegible] INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA AUTHORIZED: 15,000,000 COMMON SHARES, NO PAR VALUE THIS CERTIFIES THAT IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, NO PAR VALUE, OF RETROSPETTIVA, INC. TRANSFERABLE ONLY ON THE BOOKS OF THE COMPANY BY THE HOLDER HEREOF IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED. THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE ISSUED AND SHALL BE SUBJECT TO ALL THE PROVISIONS OF THE ARTICLES OF INCORPORATION, TO ALL OF WHICH THE HOLDER BY ACCEPTANCE HEREBY ASSENTS. IN WITNESS WHEREOF, THE COMPANY HAS CAUSED THIS CERTIFICATE TO BE SIGNED BY ITS DULY AUTHORIZED OFFICERS AND THE FACSIMILE SEAL OF THE COMPANY TO BE DULY AFFIXED HERETO. THIS CERTIFICATE IS NOT VALID UNLESS COUNTERSIGNED BY THE TRANSFER AGENT AND REGISTRAR. DATED: RETROSPETTIVA, INC. [CORPORATE SEAL] CALIFORNIA SECRETARY PRESIDENT COUNTERSIGNED: CORPORATE STOCK TRANSFER, INC. 370 - 17TH STREET, SUITE 2350, DENVER, COLORADO 80202 BY ----------------------------------- TRANSFER AGENT AUTHORIZED SIGNATURE RETROSPETTIVA, INC. CORPORATE STOCK TRANSFER, INC. TRANSFER FEE: $12.00 PER CERTIFICATE - ------------------------------------------------------------------------------- The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- Custodian for -------------------- ------------------ (Cust.) (Minor) under Uniform Gifts to Minors Act of ---------------------------------------------- (State) Additional abbreviations may also be used though not in the above list. For value received hereby sell, assign and transfer unto --------------------- PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE -------------------------------------- -------------------------------------- Please print or type name and address of assignee -------------------------------------------------------------------------- -------------------------------------------------------------------------- -------------------------------------------------------------------------- --------------------------------------------------------------------Shares of the Common Stock represented by the within Certificate and do hereby irrevocably constitute and appoint -------------------------------------------------------------------------- -------------------------------------------------------------------------- Attorney to transfer the said stock on the books of the within named Corporation, with full power of substitution in the premises. Dated 19 ---------------- ----------- SIGNATURE GUARANTEED: X ----------------------------- X ----------------------------- THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM PURSUANT TO S.E.C. RULE 17Ad-15. -----END PRIVACY-ENHANCED MESSAGE-----