SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
HLM Design, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 56-2018819
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
121 West Trade Street, Suite 2950
Charlotte, North Carolina 28202
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(Address of principal executive offices) (zip code)
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If this form relates to the If this form relates to the
registration of a class of registration of the of a class of
securities pursuant to Section 12(b) securities pursuant to Section 12(g)
of the Exchange Act and is effective of the Exchange Act and is effective
pursuant to General Instruction A.(c), pursuant to General Instruction A.(d),
check the following box ( ) check the following box ( X )
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Securities Act registration statement file number to which this form relates:
333-40617
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:
$.001 par value Common Stock
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered
A description of the Registrant's Common Stock is set forth
under the caption "Description of Capital Stock" in the Registrant's
Preliminary Prospectus dated April 28, 1998 in the form filed pursuant
to Rule 430 of the rules and regulations promulgated by the Securities
and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended, on April 28, 1998 (the "Preliminary
Prospectus"), which is incorporated herein by reference. The
Preliminary Prospectus forms a part of Amendment No. 4 to the
Registrant's Registration Statement on Form S-1 (No. 333-40617),
originally filed with the Commission on November 20, 1997 (as amended
to date, the "Registration Statement').
Item 2. Exhibits.
3.1 Certificate of Incorporation of the Registrant (incorporated
by reference to Exhibit 3.1 to the Registration Statement).
3.2 Bylaws of the Registrant (incorporated by reference to Exhibit
3.2 to the Registration Statement).
4.1 Form of the Registrant's Common Stock Certificate
(incorporated by reference to Exhibit 4.1 to the Registration
Statement).
4.2 Form of the Registrant's Common Stock Purchase Warrant
(incorporated by reference to Exhibit 4.2 to the Registration
Statement).
4.3 Registration Rights Agreement dated as of May 30, 1997 by and
among HLM Design, Inc., Pacific Capital, L.P. and Equitas,
L.P. (incorporated by reference to Exhibit 4.3 to the
Registration Statement).
4.4 Registration Rights Agreement dated as of September 10, 1997
by and among HLM Design, Inc. and Berthel Fisher & Company
Leasing, Inc., (incorporated by reference to Exhibit 4.4 to
the Registration Statement).
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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, thereunto duly authorized.
Dated: May 18, 1998 HLM DESIGN, INC.
By: /s/ Vernon B. Brannon
Vernon B. Brannon, Senior Vice President
