- Securities Registration (section 12(b)) (8-A12B)
June 29 2011 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
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
57
th
Street General Acquisition Corp.
(Exact name of registrant as specified in its charter)
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Delaware
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27-1215274
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(State of incorporation or organization)
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(I.R.S. employer
identification no.)
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110 West 40th Street, Suite 2100
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New York, New York
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10018
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(Address of principal executive offices)
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(zip code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange
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to be so registered
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on which each class is to be registered
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Units, each consisting of one share of
Common Stock and one Warrant
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The NASDAQ Stock Market LLC
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Common Stock, par value $.0001 per share
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The NASDAQ Stock Market LLC
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Common Stock Purchase Warrants
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The NASDAQ Stock Market LLC
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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), please check the following
box.
þ
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the
Exchange Act and is effective pursuant to General Instruction A.(d), please check the following
box.
o
Securities Act registration statement file number to which this form relates:
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. Description of Registrants Securities to be Registered.
The information concerning our securities in the sections entitled Description of Securities
and Material Differences in the Rights of 57
th
Street Stockholders Following the
Transaction in the Companys Third Amended and Restated Offer to Purchase for Cash dated April 18,
2011 (as amended and supplemented the Offer to Purchase) filed as Exhibit (a)(1)(O) to Amendment
No. 5 to Schedule TO filed with the Securities and Exchange Commission (SEC) on April 18, 2011 as
amended and supplemented on each of April 21, 2011, April 25, 2011, April 26, 2011, April 27, 2011
and May 5, 2011 (collectively, the Schedule TO), is incorporated herein by reference.
Our common stock, common stock purchase warrants and units have been approved for trading on
The NASDAQ Stock Market LLC under the symbols CRMB, CRMBW and CRMBU, respectively.
Market information for securities other than common equity.
Our warrants and units are each traded on the OTC Bulletin Board under the symbols SQTCW and
SQTCU, respectively. The units commenced public trading on May 20, 2010, and the warrants commenced
trading on June 10, 2010.
The following table sets forth the high and low bid prices as quoted on the OTCBB for our
units for the period from May 20, 2010 through March 31, 2011 and our common stock purchase
warrants for the period from June 10, 2010 through March 31, 2011.
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Units
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Warrants
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Quarter Ended
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Low
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High
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Low
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High
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March 31, 2011
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10.00
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11.20
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0.38
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1.15
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December 31, 2010
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10.01
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10.50
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0.38
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0.55
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September 30, 2010
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10.00
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10.10
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0.40
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0.55
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June 30, 2010
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10.00
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10.20
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0.40
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0.50
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Item 2. Exhibits
The following exhibits are incorporated herein by reference:
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Exhibit No.
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Description
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3.1
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Second Amended and Restated Certificate of Incorporation
(incorporated by reference to the registrants Current Report
on Form 8-K, filed with the Commission on May 25, 2010)
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3.2
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Bylaws (incorporated by reference to the registrants
Registration Statement on Form S-1, filed with the Commission
on April 28, 2010).
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3.3
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Certificate of Designation of Series A Voting Preferred Stock
(incorporated by reference to the registrants Current Report
on Form 8-K, filed with the Commission on May 11, 2011).
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4.1
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Specimen Unit Certificate (incorporated by reference to the
registrants Registration Statement on Form S-1, filed with
the Commission on April 28, 2010).
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4.2
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Specimen Common Stock Certificate (incorporated by reference
to the registrants Registration Statement on Form S-1, filed
with the Commission on April 28, 2010).
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4.3
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Specimen Warrant Certificate (incorporated by reference to the
registrants Registration Statement on Form S-1, filed with
the Commission on April 28, 2010).
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4.4
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Warrant Agreement between Continental Stock Transfer & Trust
Company and the Registrant (incorporated by reference to the
registrants Current Report on Form 8-K, filed with the
Commission on May 25, 2010).
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4.5
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Specimen Series A Voting Preferred Stock Certificate
(incorporated by reference to the registrants Current Report
on Form 8-K, filed with the Commission on May 11, 2011).
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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, thereunto duly authorized.
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57
TH
STREET GENERAL ACQUISITION CORP.
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Dated: June 28, 2011
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By:
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/s/ Jason Bauer
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Name:
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Jason Bauer
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Title:
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Chief Executive Officer
and President
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