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
PHOENIX INTERNATIONAL LTD., INC.
(Exact name of registrant as specified in its charter)
Florida 59-3171810
(State of incorporation (IRS Employer Identification No.)
or organization)
900 Winderley Place, Suite 140, Maitland, Florida 32751
(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 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:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
None ___________________________
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 Par Value
(Title of class)<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the common stock, $.01 par value, of Phoenix
International Ltd., Inc. (the "Company") appearing under the heading
"Description of Capital Stock" in the Prospectus included in the Company's
Registration Statement on Form S-1 (Registration No. 333-03355) is incorporated
herein by reference.
ITEM 2. EXHIBITS.
2.1 Amended and Restated Articles of Incorporation (incorporated by reference
to Exhibit 3.1 of Registration Statement on Form S-1, Registration No.
333-03355).
2.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of
Registration Statement on Form S-1, Registration No. 333-03355).
2.3 Amendment to Amended and Restated Articles of Incorporation, filed with
the Secretary of State of Florida on May 9, 1996 (incorporated by
reference to Exhibit 3.3 of the Registration Statement on Form S-1,
Registration No. 333-03355).
2.4 Form of Amended and Restated Articles of Incorporation to be filed with
the Secretary of State of Florida on the Closing Date (incorporated by
reference to Exhibit 3.4 of the Registration Statement on Form S-1,
Registration No. 333-03355).
2.5 Form of Amended and Restated Bylaws to become effective on the Closing
Date (incorporated by reference to Exhibit 3.5 of the Registration
Statement on Form S-1, Registration No. 333-03355).
2.6 Form of Amendment to Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.6 of the Registration Statement on
Form S-1, Registration No. 333-03355).
2.7 See Exhibits 2.1 through 2.6 for provisions of the Amended and Restated
Articles of Incorporation and Amended and Restated Bylaws defining the
rights of holders of the Common Stock (incorporated by reference to
Exhibits 3.1 through 3.6 of the Registration Statement on Form S-1,
Registration No. 333-03355).
2.8 Opinion of Nelson Mullins Riley & Scarborough, L.L.P., counsel to the
Company, as to the legality of the shares being registered (incorporated
by reference to Exhibit 5.1 of the Registration Statement on Form S-1,
Registration No. 333-03355).
2.9 Specimen stock certificate (incorporated by reference to Exhibit 4.2 of
the Registration Statement on Form S-1, Registration No. 333-03355).<PAGE>
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.
PHOENIX INTERNATIONAL, LTD., INC.
(Registrant)
By:/s/ Bahram Yusefzadeh
Bahram Yusefzadeh
Chief Executive Officer
Date: June 25, 1996
