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)
Virginia 65-0728025
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
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 registration If this Form relates to the registration
of a class of debt securities and is of a class of debt securities and is to
effective upon filing pursuant to become effective simultaneously with the
General Instruction A(c)(1) please effectiveness of a concurrent registration
check the following box. |_| statement 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:
Title of each class Name of each exchange on which
to be registered: each class is to be registered:
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Common Stock New York Stock Exchange
$0.01 par value per share
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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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. 5 to Registration
Statement on Form S-11 (No. 333-21965) filed with the Securities and Exchange
Commission on May 9, 1997 (the "Registration Statement") and is incorporated
herein 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:
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,
as amended, 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, as amended, 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, as
amended, 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.
Dated: April 20, 1998 By: /s/ William C. Erbey
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William C. Erbey
Chairman and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
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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, as amended, 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, as amended, 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, as amended, and incorporated herein by reference).
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