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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 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
MEGO MORTGAGE CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 88-0286042
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(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
1000 PARKWOOD CIRCLE
SUITE 500
ATLANTA, GEORGIA 30339
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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:
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)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Reference is made to the discussion of the Registrant's Common
Stock in the section entitled "Description of Capital Stock" contained in the
Registrant's Registration Statement on Form S-1 (File No. 333-12443) filed with
the Securities and Exchange Commission on September 20, 1996, as amended, which
disclosure is incorporated herein by reference.
ITEM 2. EXHIBITS.
3.1 Amended and Restated Certificate of Incorporation*
3.2 By-laws, as amended*
4.1 Form of Common Stock Certificate
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* Incorporated herein by reference to the Exhibit of the same number
included with the Registrant's Registration Statement on Form S-1, as
amended (No. 333-12443).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Exchange Act, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
November 6, 1996 MEGO MORTGAGE CORPORATION
By:/s/Jerome J. Cohen
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Jerome J. Cohen, Chairman of the Board
and Chief Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description Sequential Page Number
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<S> <C> <C>
4.1 Form of Common Stock 5
Certificate
</TABLE>
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EXHIBIT 4.1
MEGO MORTGAGE CORPORATION
NUMBER Incorporated Under the Laws of the State SHARES
of Delaware
SEE REVERSE FOR CERTAIN
DEFINITIONS
CUSIP _____________
This Certifies that____________________________________________________
Is the Owner of _____________________________________________________
FULLY-PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate is not valid unless countersigned and registered by
the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and signatures of its duly
authorized officers.
Dated:
CHAIRMAN OF THE BOARD AND SECRETARY
CHIEF EXECUTIVE OFFICER
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MEGO MORTGAGE CORPORATION
The Corporation is authorized to issue Common Stock and Preferred
Stock. The Board of Directors of the Corporation has authority to fix the
number of shares and the designation of any series of Preferred Stock and to
determine or alter the rights, preferences, privileges, and restrictions
granted to or imposed upon any unissued series of Preferred Stock.
This certificate and the shares represented hereby shall be subject to
all of the provisions of the Certificate of Incorporation of this Corporation
and of the amendments thereto, by all of which the holder by acceptance hereof
is bound. The Corporation will furnish without charge to the holders hereof
upon request a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights as established, from time to time, by the Certificate
of Incorporation of the Corporation and by any certificate of designation, and
the number of shares constituting each such class and series. Any such request
should be made at the principal office of the Corporation.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT -- (Cust) _______________
Custodian (Minor) _______________ under
Uniform Gift to Minors Act (State) ____________
Additional abbreviations may also be used though not in the
above list.
For Value Received ___________________hereby sell, assign and
transfer unto _________________________________________________________________
_______________________________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
_______________________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)
___________ shares of the stock represented by the _______________ within
Certificate, and does hereby irrevocably constitute and appoint ________________
Attorney to transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.
DATED:____________________ SIGNED:____________________
SIGNED:____________________
NOTICE: The signature(s) on this
assignment must correspond
with the name as written upon
the face of the certificate in
every particular, without
alteration or enlargement or
any change whatever.
IMPORTANT: SIGNATURE(S) MUST BE GUARANTEED BY A FIRM THAT IS A MEMBER OF A
REGISTERED NATIONAL STOCK EXCHANGE OR BY A COMMERCIAL BANK OR A TRUST
COMPANY.
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