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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PEERLESS GROUP, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 75-2275966
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(State of incorporation or organization) (IRS Employer
Identification No.)
1212 EAST ARAPAHO ROAD
RICHARDSON, TEXAS 75081
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(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:
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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See "Description of Capital Stock" in the Prospectus to be filed by
Peerless Group, Inc. (the "Company") with the Securities and Exchange Commission
pursuant to Rule 424(b) of Regulation C promulgated under the Securities Act of
1933, as amended, relating to the Company's Registration Statement on Form SB-2
(Registration No. 333-5058-D), as amended, which is incorporated herein by
reference.
ITEM 2. EXHIBITS.
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The following exhibits required to be filed with this registration
statement are incorporated herein by reference, pursuant to Rule 12b-32
promulgated pursuant to the Securities Exchange Act of 1934, as amended, to the
aforementioned Registration Statement on Form SB-2, as amended:
Exhibit
Number Description
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1. Specimen Common Stock Certificate (filed as Exhibit 4.3 to the
aforementioned Registration Statement on Form SB-2).
2. Certificate of Incorporation of the Company (filed as Exhibit 3.1 to
the aforementioned Registration Statement on Form SB-2).
3. Bylaws of the Company (filed as Exhibit 3.2 to the aforementioned
Registration Statement on Form SB-2).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
PEERLESS GROUP, INC.
(Registrant)
Date: September 19, 1996 By: /s/ Rodney L. Armstrong, Jr.
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Rodney L. Armstrong, Jr.
Chairman of the Board and
Chief Executive Officer
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