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As filed with the Securities and Exchange Commission
on February 5, 1998
Registration No. 001-13533
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
(Amendment No. 2)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NOVASTAR FINANCIAL, INC.
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(Exact Name of Registrant as Specified in its Charter)
Maryland 48-1190054
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
1900 West 47th Place, Suite 205
Westwood, Kansas 66205
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(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the If this Form relates to the registration
registration of a class of debt of a class of debt securities and is to
securities and is effective upon become effective simultaneously with the
filing pursuant to General effectiveness of a concurrent
Instruction A(c)(1) please check registration statement under the
the following box. [ ] Securities Act of 1933 pursuant to
General Instruction A(c)(2) please check
the following box. [ ]
Securities Act registration statement file number to which this form relates:
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(If Applicable)
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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Stock Purchase Warrants New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
Not applicable
(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
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The title of the securities of NovaStar Financial, Inc., a
Maryland corporation (the "Registrant"), being registered hereby
are Stock Purchase Warrants ("Warrants"), exercisable pursuant
to a Warrant Agreement, dated December 9, 1996 (the "Warrant
Agreement"), by and between the Registrant and the initial
purchasers of the Warrants, such Warrants exercisable at a price
of $15.00 for a like number of underlying shares of the
Registrant's Common Stock, par value $0.01 per share.
A description of the Warrants is contained in the Registrant's
Prospectus to be filed pursuant to Rule 424(b) (in connection
with its Shelf Registration Statement filed with the Securities
and Exchange Commission, Registration No. 333-43471) under the
captions "Prospectus Summary" and "Description of Warrants,"
which description is incorporated herein by reference thereto.
Item 2. Exhibits
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Instruments defining the rights of holders of the securities
being registered hereunder:
3.1* Articles of Amendment and Restatement of the
Registrant
3.2* Articles Supplementary of the Registrant
3.3* Bylaws of the Registrant
4.3* Specimen Common Stock Certificate
4.4* Specimen Warrant Certificate (included in
Exhibit 10.3)
10.2* Registration Rights Agreement, dated
December 9, 1996
10.3* Warrant Agreement, dated December 9, 1996
between the Registrant and the Holders of the
Warrants Acting Through the Registrant as the
Initial Warrant Agent (including Specimen
Warrant Certificate)
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* Incorporated by reference to the correspondingly
numbered exhibit to (i) a Registration Statement
of Form S-11, as amended, Registration No. 333-
32327, and (ii) the Shelf Registration Statement
on Form S-11, as amended, Registration No. 333-
43471.
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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, thereunto duly authorized.
Date: February 5, 1998
NovaStar Financial, Inc.
By: /s/ Mark J. Kohlrus
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Mark J. Kohlrus
Senior Vice President, Treasurer
and chief Financial Officer
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EXHIBIT INDEX
Exhibit Number
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3.1* Articles of Amendment and Restatement of the Registrant
3.2* Articles Supplementary of the Registrant
3.3* Bylaws of the Registrant
4.3* Specimen Common Stock Certificate
4.4* Specimen Warrant Certificate (included in Exhibit 10.3)
10.2* Registration Rights Agreement, dated December 9, 1996
10.3* Warrant Agreement, dated December 9, 1996 between the Registrant and
the holders of the Warrants Acting Through the Registrant as the
Initial Warrant Agent (including Specimen Warrant Certificate)
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* Incorporated by reference to the corresponding numbered exhibit to (i) a
Registration Statement on Form S-11, as amended, Registration No. 333-
32327, and (ii) the Shelf Registration No. 333-43471.
