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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
A.B. Watley Group Inc.
(formerly known as Internet Financial Services Inc.)
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(Exact name of registrant as specified in its charter)
Delaware 13-3911867
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
40 Wall Street, New York, New York 10005
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class to be so registered each class is to be registered
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If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box.[ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [x]
Securities Act registration statement file number to which this form
relates: 333-71783
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 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 on Form 8-A covers the
Registrant's Common Stock, $.001 par value ("Common Stock"). For further
discussion of the Common Stock, reference is made to the discussion set forth
under the heading "DESCRIPTION OF SECURITIES" on pages 41-42 of the
Registrant's Form SB-2 Registration Statement (File No. 333-71783) filed with
the Securities and Exchange Commission (the "Commission") on February 4, 1999
(the "Registration Statement") which is incorporated herein by this reference.
Item 2. Exhibits
1(a) Specimen Certificate of Common Stock. (1)
2(a) Restated Certificate of Incorporation of the
Registrant. (2)
2(b) Amendment to Certificate of Incorporation, filed on
February 5, 1999.(3)
2(c) Amendment to Certificate of Incorporation, filed on
August 27, 1999.
2(d) By-Laws of the Registrant. (4)
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(1) Previously filed as Exhibit 4.1 to the Registration Statement and
hereby incorporated by reference herein.
(2) Previously filed as Exhibit 3.1 to the Registration Statement and
hereby incorporated by reference herein.
(3) Previously filed as Exhibit 2(b) to the Registration Statement on Form
8-A filed with the Commission on March 23, 1999 and hereby incorporated
by reference herein.
(4) Previously filed as Exhibit 3.2 to the Registration Statement and
hereby incorporated by reference herein.
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SIGNATURE
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.
A.B. WATLEY GROUP INC.
(Registrant)
By: /s/ Steven Malin
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Steven Malin
Chairman and Chief Executive Officer
April 14, 2000
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Exhibit Index
(1) 1(a) Specimen Certificate of Common Stock.
(2) 2(a) Restated Certificate of Incorporation of the
Registrant.
(3) 2(b) Amendment to Certificate of Incorporation, filed on
February 5, 1999.
2(c) Amendment to Certificate of Incorporation, filed on
August 27, 1999.
(4) 2(d) By-Laws of the Registrant
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(1) Previously filed as Exhibit 4.1 to the Registration Statement and
hereby incorporated by reference herein.
(2) Previously filed as Exhibit 3.1 to the Registration Statement and
hereby incorporated by reference herein.
(3) Previously filed as Exhibit 2(b) to the Registration Statement on Form
8-A filed with the Commission on March 23, 1999 and hereby incorporated
by reference herein.
(4) Previously filed as Exhibit 3.2 to the Registration Statement and
hereby incorporated by reference herein.
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
INTERNET FINANCIAL SERVICES INC.
It is hereby certified that:
i. The name of the corporation (hereinafter
called the "corporation") is Internet Financial
Services Inc.
ii. The certificate of incorporation of the
corporation is hereby amended by striking out Article
FIRST thereof and by substituting in lieu of said
Article the following new Article:
"FIRST: The name of the corporation
(hereinafter called the "corporation") is A.B. Watley Group
Inc."
3. The amendment of the certificate of incorporation herein
certified has been duly adopted in accordance with the provisions of Sections
228 and 242 of the General Corporation Law of the State of Delaware.
4. The amendment of the certificate of incorporation herein
certified shall not become effective until September 1, 1999.
Signed on August 25, 1999
/s/ Steven Malin
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Steven Malin, Chairman
