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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASS OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
OCWEN ASSET INVESTMENT CORP.
(Exact Name of Registrant as Specified in its Charter)
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VIRGINIA 65-0728025
(State of Incorporation (I.R.S. Employer
or Organization) Identification
No.)
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1675 PALM BEACH LAKES BOULEVARD, SUITE 1000
WEST PALM BEACH, FLORIDA 33401
(Address of Registrant's principal executive offices)
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IF THIS FORM RELATES TO THE IF THIS FORM RELATES TO THE
REGISTRATION OF A CLASS OF DEBT REGISTRATION OF A CLASS OF DEBT
SECURITIES AND IS EFFECTIVE UPON SECURITIES AND IS TO BECOME EFFECTIVE
FILING PURSUANT TO GENERAL SIMULTANEOUSLY WITH THE EFFECTIVENESS
INSTRUCTION A(C)(1) PLEASE CHECK OF A CONCURRENT REGISTRATION STATEMENT
THE FOLLOWING BOX. / / UNDER THE SECURITIES ACT OF 1933
PURSUANT TO GENERAL INSTRUCTION
A(C)(2) PLEASE CHECK THE FOLLOWING
BOX. / /
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
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TITLE OF EACH CLASS
TO BE REGISTERED: NAME OF EACH EXCHANGE ON WHICH
- ----------------------- EACH CLASS IS TO BE
REGISTERED:
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NONE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G)
OF THE ACT:
COMMON STOCK NASDAQ NATIONAL MARKET
$0.01 PAR VALUE PER
SHARE
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Common Stock, $0.01 par value per share, of the
Registrant is set forth under the caption "Description of Capital Stock" in the
prospectus contained in the Registrant's Amendment No. 2 to Registration
Statement on Form S-11 (No. 333-21965) filed with the Securities and Exchange
Commission on April 15, 1997 (the "Registration Statement") and is incorporated
therein by reference.
ITEM 2. EXHIBITS.
The following documents and instruments defining the rights of
Securityholders, filed as Exhibits to the Registration Statement, are herein
incorporated by reference:
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1 Form of Common Stock Certificate (filed as Exhibit 4.1 to the Registrant's
Amendment No. 2 to Registration Statement on Form S-11, No. 333-21965, filed
pursuant to the Securities Act of 1933, and incorporated herein by reference).
2 Amended and Restated Articles of Incorporation of the Registrant (filed as Exhibit
3.1 to the Registrant's Amendment No. 2 to Registration Statement on Form S-11,
No. 333-21965, filed pursuant to the Securities Act of 1933, and incorporated
herein by reference).
3 Bylaws of the Registrant (filed as Exhibit 3.2 to the Registrant's Amendment No. 2
to Registration Statement on Form S-11, No. 333-21965, filed pursuant to the
Securities Act of 1933, and incorporated herein by reference).
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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 on
Form 8-A to be signed on its behalf by the undersigned, thereunto duly
authorized.
OCWEN ASSET INVESTMENT CORP.
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Dated: April 15, 1997 By:/s/ CHRISTINE A. REICH
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Christine A. Reich
President
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER EXHIBIT
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1 Form of Common Stock Certificate (previously filed as Exhibit 4.1 to the Registrant's Amendment No. 2
to Registration Statement on Form S-11, No. 333-21965, filed pursuant to the Securities Act of 1933,
and incorporated herein by reference).
2 Amended and Restated Articles of Incorporation of the Registrant (previously filed as Exhibit 3.1 to
the Registrant's Amendment No. 2 to Registration Statement on Form S-11, No. 333-21965, filed pursuant
to the Securities Act of 1933, and incorporated herein by reference).
3 Bylaws of the Registrant (previously filed as Exhibit 3.2 to the Registrant's Registration Statement on
Form S-11, No. 333-21965, filed pursuant to the Securities Act of 1933, and incorporated herein by
reference).
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