AMENDMENT NO. 2 TO
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
ASD GROUP, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 14-1483460
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(State of Incorporation (I.R.S. Employer
or organization) Identification No.)
1 INDUSTRY STREET
POUGHKEEPSIE, NEW YORK 12603
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(Address of principal executive offices) (Zip Code)
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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Common Stock, $.01 par value Pacific Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Reference is made to the description of the Registrant's
Common Stock in the sections entitled "Dividend Policy" and "Description of
Securities" contained in the Registrant's Registration Statement on Form SB-2
(Registration No. 333-7731) filed with the Securities and Exchange Commission on
July 8, 1996.
Item 2. EXHIBITS.
3.1 Certificate of Incorporation(1)
3.2 Bylaws(1)
4.1 Specimen Certificate of Common Stock(1)
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(1) Incorporated by reference to the Exhibit of the same number included with
the Registrant's Registration Statement on Form SB-2 (Registration No.
333-7731) filed with the Securities and Exchange Commission July 8, 1996.
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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 registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Dated: April 25, 1997 ASD GROUP, INC.
By: /s/ ROBERT LETTIERI
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Robert Lettieri, Chief Financial Officer
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