IMC MORTGAGE CO
8-A12G, 1996-06-12
MORTGAGE BANKERS & LOAN CORRESPONDENTS
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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



                              IMC Mortgage Company
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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<S>                                             <C>
                Florida                                          59-3350574
- ----------------------------------------        ------------------------------------
(State of incorporation or organization)        (I.R.S. Employer Identification No.)


3450 Buschwood Park Drive
Tampa Florida                                                   33618
- ---------------------------------------         ------------------------------------
(Address of principal executive offices)                    (Zip Code)

If this Form relates to the  registration       If  this Form relates to the  registration
of  a  class  of  debt securities and is        of  a  class of  debt securities and is to
effective upon filing pursuant to General       become  effective  simultaneously with the
Instruction   A(c)(1)  please  check  the       effectiveness of a concurrent registration
following  box [ ]                              statement under the Secrities 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:

                                    Not Applicable


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

                   Common Stock, $.01 par value, of Registrant
                   -------------------------------------------
                                (Title of Class)


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                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

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

         IMC Mortgage  Corporation  (the  "Company")  will offer up to 3,100,000
(excluding  the  over-allotment  option)  shares of the Company's  common stock,
$0.01 per share (the "Common  Stock")  pursuant to a  Registration  Statement on
Form S-1 (No.  333-3954) under the Securities Act of 1933, as amended filed with
the  Securities  and  Exchange  Commission  on April 24,  1996,  as amended (the
"Registration  Statement").  A  description  of the  Common  Stock  meeting  the
Requirements  of this item  appears  under the heading  "DESCRIPTION  OF CAPITAL
STOCK" of the  Prospectus  in the  Registration  Statement  and is  incorporated
herein by this reference.

Item 2.  Exhibits


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      Exhibit
      Number                   Description
      -------                  ------------

    <S>          <C>                                           <C>
         1            Form Common Stock Certificate

         2            Registrant's Amended and Restated             Incorporated herein by reference to
                      Certificate of Incorporation, as              Exhibit 3.1 to the Company's
                      amended                                       Registration Statement on Form S-1
                                                                    filed on April 24, 1996

         2            Registrant's By-Laws, as amended              Incorporated herein by reference to
                                                                    Exhibit 3.2 to the Company's
                                                                    Registration Statement on Form S-1
                                                                    filed on April 24, 1996

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                                Page 2 of 3 Pages


 
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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.


                                                    IMC MORTGAGE COMPANY


                                                    By:  /s/ Thomas Middleton
                                                    Name:  Thomas Middleton
                                                    Title: President

Date: June 12, 1996


                                Page 3 of 3 Pages


 
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<S>                       <C>                                                                <C>
  NUMBER                                                                                     SHARES
    IMC                 [LOGO] IMC MORTGAGE
                               COMPANY 
                                                                 
                        INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA        SEE REVERSE FOR CERTAIN DEFINITIONS
                                                                                    CUSIP  449923  10 1



  THIS CERTIFIES THAT





  IS THE OWNER OF



                    FULLY-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE, OF

                                          IMC MORTGAGE COMPANY


transferable on the books of the  Corporation 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 held subject to all the
provisions of the Corporation's Articles of Incorporation and any amendments thereof,  copies of which are on file with the Transfer
Agent, to all the provisions of which the holder hereof by acceptance of this  Certificate  assents.  This  Certificate is not valid
until countersigned by the Transfer Agent and registered by the Registrar.

     WITNESS the facsimile Seal of the Corporation and the facsimile signatures of its duly authorized officers.

     Dated:


                                                           [CORPORATE SEAL]

        /s/ LAURIE S. WOCKENFUSS                                                             /S/ GEORGE NICHOLAS
       VICE PRESIDENT AND SECRETARY                                                 CHAIRMAN AND CHIEF EXECUTIVE OFFICER



                                                                             COUNTERSIGNED AND REGISTERED:
                                                                                      AMERICAN STOCK TRANSFER & TRUST COMPANY
                                                                                                     TRANSFER AGENT AND REGISTRAR
                                                                                                     
                                                                                               BY
                                                                                                     AUTHORIZED SIGNATURE
                                                                                                       
                                                               







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<S>                                                                            <C>

                                                        IMC MORTGAGE COMPANY


     This  Corporation  will furnish  without  charge to each  shareholder  who so  requests,  a copy of the  designations,  powers,
preferences  and  relative,  participating,  optional  or other  special  rights of each  class of stock or series  thereof  and the
qualifications,  limitations or restrictions of such preferences  and/or rights. Any such requests may be addressed to the Secretary
of the Corporation.


     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                                          UNIF GIFT MIN ACT --...............Custodian...............
TEN ENT -- as tenants by the entireties                                                          (Cust)                  (Minor)
JT TEN  -- as joint tenants with right of                                                     under Uniform Gifts to Minors
           survivorship and not as tenants                                                    Act ..................................
           in common                                                                                         (State) 
                                                                       UNIF TRANS MIN ACT -- ................Custodian .............
                                                                                                  (Cust)                  (Minor)
                                                                                               under Uniform Transfers to Minors
                                                                                               Act..................................
                                                                                                              (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
         INDENTIFYING NUMBER OF ASSIGNEE

[                                           ]




     
____________________________________________________________________________________________________________________________________
                            (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)

____________________________________________________________________________________________________________________________________


____________________________________________________________________________________________________________________________________


____________________________________________________________________________________________________________________________________


______________________________________________________________________________________________________________________________shares

of the 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 ______________________________________________

                                                              ______________________________________________________________________
                                                                                           Signature                          



                                      ______________________________________________________________________________________________
                             NOTICE:  THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE
                                      CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.




          SIGNATURE(S) GUARANTEED:   ______________________________________________________________________________________________
                                      THE SIGNATURE(S) SHOULD  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.

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