FORM 8-A
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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GATEWAY AMERICAN PROPERTIES CORPORATION
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(Exact name of registrant as specified in its charter)
Colorado 84-139-1336
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(Address of principal executive offices) (Employer Identification No.)
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
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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 $.01 Par Value
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(Title of class)
Common Stock Purchase Warrants to Purchase Common Stock
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(Title of class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
A description of the Registrant's securities to be registered hereby
is set forth in the caption "DESCRIPTION OF SECURITIES" of the Prospectus
contained in the Registrant's Registration Statement, Registration No.
333-37991 on Form SB-2 filed under the Securities Act of 1933, which
Prospectus is hereby incorporated herein by this reference.
Item 2. Exhibits
The Exhibits listed below were filed as Exhibits to the Registrant's
Registration Statement, Registration No. 333-37991, on Form SB-2 filed
under the Securities Act of 1933 and the listed Exhibits are hereby
incorporated herein by this reference.
(3)(a) Articles of Incorporation of the Registrant, as amended to date
(3)(b) Bylaws of the Registrant
(9) Voting Trust Agreement as amended to date
(10)(e) Revised Form of Common Stock Purchase Warrant (included in
offering)
(10)(f) Form of Warrant Agreement Between Transfer Agent and Registrant
Relative to Common Stock Purchase Warrant (EXHIBIT (10)(e)
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 on this 30 Day of
January, 1998 in the City of Denver, State of Colorado.
GATEWAY AMERICAN PROPERTIES
CORPORATION, a Colorado corporation
By /s/ Harvey E. Deutsch
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Harvey E. Deutsch, President and Chief
Executive Officer
By /s/ Joel H. Farkas
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Joel H. Farkas, Vice-President - Finance/
Marketing, Treasurer and Chief Operating
and Accounting Officer
<PAGE>
Pursuant to the requirements of the Section 12 of the Securities Exchange
Act of 1934, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Harvey E. Deutsch Director January 30, 1998
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Harvey E. Deutsch
/s/ Joel H. Farkas Director January 30, 1998
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Joel H. Farkas
/s/ Michael A. Messina Director January 30, 1998
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Michael A. Messina
/s/ Robert A. Lembke Director January 30, 1998
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Robert A. Lembke
/s/ Norman A. Sheldon Director January 30, 1998
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Norman A. Sheldon
<PAGE>
Gateway American Properties Corporation
9145 East Kenyon Ave., Suite 200
Denver, CO 80237
telephone (303)843-9742
fax (303)843-0143
January 30, 1998
United States Securities and Exchange Commission
Washington, D.C. 20549
Re: Acceleration of Effectiveness of Registration on Securities
under Section 12(g) of the Securities Exchange Act of 1934 by
Gateway American Properties Corporation ("Registrant")
pursuant to Form 8-A filed herewith.
Gentlemen:
The Registrant hereby respectfully requests that the Registration of its
Common Stock and Common Stock Purchase Warrants under Section 12(g) of the
Securities Exchange Act pursuant to the Form 8-A filed with this request be
declared effective simultaneously with the Registrant's Registration Statement
of Form SB-2 filed under the Securities Act of 1933, Registration No.
333-37991.
Gateway American Properties Corporation
By: /s/ Harvey E. Deutsch
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Harvey E. Deutsch, President
Enlosure
