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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/AMENDMENT NO. 1
FILE NO. 0-22365
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR 12 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
APOLLO INTERNATIONAL OF DELAWARE, INC.
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(Exact Name of Registrant as Specified in its Chapter)
Delaware 59-3285046
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(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
6542 U.S. Highway 41, Suite 215 33572
Apollo Beach, Florida 33572 ----------
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If this form relates to the registration If this Form relates to the
of a class of debt securities and is registration of a class of debt
effective upon filing pursuant to General securities and is to become
Instruction A(c)(1) please check the effective simultaneously with
following box. / / effectiveness of a concurrent
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:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
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(Title of Class)
Redeemable Common Stock Purchase Warrants
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This Registration Statement relates to the Registrant's Common Stock, $.01
par value, and Redeemable Common Stock Purchase Warrants. A description of the
Registrant's Common Stock, and Redeemable Common Stock Purchase Warrants are
contained in the Prospectus under the caption "Description of Securities," which
is a part of Registrant's Registration Statement on Form SB-2, File No.
333-18071, filed with the Securities and Exchange Commission on December 17,
1996 and the Exhibits thereto and Amendment No. 1 to the Registration Statement
and Exhibits thereto filed on March 6, 1997, all of which are incorporated
herein by reference. Such description will also be included in any future
amendments to the Registration Statement and in the form of Prospectus
subsequently filed by the Registrant pursuant to Rule 424(b), which Prospectus
shall upon filing be deemed to be incorporated by reference herein.
ITEM 2. EXHIBITS.
I. EXHIBIT LIST
3.1 Amended and Restated Articles of Incorporation (incorporated by
reference to Exhibit 3.1 of the Registrant's Registration Statement on
Form SB-2, File No. 333-18071 (the "Registration Statement")).
3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2
Registrant's Registration Statement).
3.2.1 Amendment to Amended and Restated Bylaws (incorporated by reference
to Exhibit 3.2.1 of Amendment No. 2 to Registrant's Registration
Statement).
4.1 Specimen of Common Stock Certificate (incorporated by reference to
Exhibit 4.1 of Amendment No. 1 to the Registrant's Registration Statement).
4.2 Specimen of Warrant Certificate (incorporated by reference to Exhibit
4.2 of Amendment No. 1 to the Registrant's Registration Statement).
4.3 Form of Warrant Agreement between the Registrant and American Stock
Transfer & Trust Company, as Warrant Agent (incorporated by reference to
Exhibit 4.3 of Amendment No. 1 to the Registrant's Registration Statement).
II. NOT APPLICABLE.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 1 to the
Registration Statements on Form 8-A (File No. 0-22365) to be signed on its
behalf by the undersigned, thereto duly authorized:
APOLLO INTERNATIONAL OF DELAWARE, INC.
Date: May 27, 1997 By: /s/ David W. Clarke
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David W. Clarke
President, Chief Executive Officer and
Chairman
