UGLY DUCKLING CORP
8-A12G, 1996-06-11
AUTO DEALERS & GASOLINE STATIONS
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<PAGE>   1
                       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

                            UGLY DUCKLING CORPORATION
               --------------------------------------------------
               (Exact name of registrant as specified in charter)


        Delaware                                                 86-0721358
 -----------------------                                  ----------------------
 (State of incorporation                                     (I.R.S. Employer
    or organization)                                      Identification Number)


2525 East Camelback Rd., Suite 1150, Phoenix, Arizona              85016
- ------------------------------------------------------           ----------
    (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:

                                                 Name of each exchange
     Title of each class                          on which each class
     to be so registered                          is to be registered
     -------------------                         ---------------------
           None                                          None

      SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                   Common Stock, par value $.001 per share
                   ---------------------------------------
                              (Title of Class)
<PAGE>   2
Item 1.   Description of Securities to be Registered.

          The description of securities under the heading "Description of
          Capital Stock -- Common Stock" in the Registrant's Registration
          Statement on Form S-1 (File No. 333-3998), is hereby incorporated by
          reference.

Item 2.   Exhibits.

<TABLE>
<CAPTION>
Exhibit                                                Page or Method
Number               Description                         of Filing
- -------              -----------                       --------------
<S>           <C>                            <C>
1              Specimen Certificate for      Incorporated by reference to Exhibit 4.6
               Common Stock                  of the Registrant's Registration Statement
                                             on Form S-1 (File No. 333-3998) (the "S-1
                                             No. 333-3998")
                                         
2              Certificate of                Incorporated by reference to Exhibits 3.1
               Incorporation, as             and 3.1(a) of the S-1 No. 333-3998
               amended                   
                                         
3              Bylaws, as amended            Incorporated by reference to Exhibits 3.2
                                             and 3.2(a) of the S-1 No. 333-3998
</TABLE>
<PAGE>   3

                                    SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement on Form
8-A to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:  June 10, 1996.

                             UGLY DUCKLING CORPORATION,
                             a Delaware corporation



                             By: /s/ Gregory B. Sullivan
                                 -----------------------
                                 Gregory B. Sullivan
                             Its:  President and Chief Operating Officer




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