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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
EXCELSIOR-HENDERSON MOTORCYCLE MANUFACTURING COMPANY
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(Exact name of Registrant as specified in its charter)
Minnesota 41-1771946
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(State of incorporation or (I.R.S. Employer Identification
organization) No.)
607 West Travelers Trail
Burnsville, Minnesota 55337
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(Address of principal executive (Zip Code)
offices)
Securities to be registered pursuant to Section 12(b) of the Act:
None
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(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.
This registration statement relates to the registration with the
Securities and Exchange Commission of shares of Common Stock, par value $0.01
per share (the "Common Stock"), of Excelsior-Henderson Motorcycle Manufacturing
Company, a Minnesota corporation (the "Registrant"). The description of the
Common Stock to be registered hereunder set forth under the caption "Description
of Capital Stock" at page 33 of the Registrant's Registration Statement on
Form S-1 (Registration No. 333-27789), filed with the Securities and Exchange
Commission on May 23, 1997, is incorporated herein by reference.
ITEM 2. EXHIBITS.
Exhibit No. Exhibit Description
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1. Restated Articles of Incorporation of the Registrant,
as amended (incorporated herein by reference to
Exhibit 3.1 to the Registrant's Registration Statement
on Form S-1 filed with the Commission on May 23, 1997
(Registration No. 333-27789)).
2. Amended and Restated Certificate of Designation of
Series A Convertible Preferred Stock of the Registrant
(incorporated herein by reference to Exhibit 3.2 to the
Registrant's Annual Report on Form 10-KSB for the year
ended December 31, 1996 (Registration No. 333-05060C)).
3. By-Laws of the Registrant (incorporated herein by
reference to Exhibit 3.3 to Amendment No. 1 the
Registrant's Registration Statement on Form SB-2 filed
with the Commission on July 23, 1996 (Registration No.
333-05060C)).
4. Specimen of Common Stock certificate (incorporated
herein by reference to Exhibit 4.1 to Amendment No. 1
to the Registrant's Registration Statement on Form S-1
filed with the Commission on June 27, 1997).
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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.
EXCELSIOR-HENDERSON MOTORCYCLE
MANUFACTURING COMPANY
Dated: June 27, 1997 By /s/ Daniel L. Hanlon
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Daniel L. Hanlon
Co-Founder and Co-Chief Executive Officer
By /s/ David P. Hanlon
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David P. Hanlon
Co-Founder and Co-Chief Executive Officer
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