SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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
Chapman Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland 52-2069777
(State of Incorporation (IRS Employer Identification No.)
or Organization)
The World Trade Center-Baltimore
28th Floor, 401 E. Pratt Street
Baltimore, MD 21202
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act and
is effective pursuant to is effective pursuant to
General Instruction A.(c), General Instruction A.(d),
please check the following box. please check the following
[ ] box. [X]
Securities Act registration statement file number to which this
form relates (If applicable): 333-43487
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
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be
Registered.
Holders of common stock, par value $0.001 per share
(the "Common Stock"), of Chapman Holdings, Inc. (the
"Company") to be registered hereunder are entitled to one
vote for each share held of record on all matters submitted
to a vote of stockholders. Stockholders do not have
cumulative voting rights. Holders of Common Stock are
entitled to receive ratably such dividends as may be
declared from time to time by the Board of Directors out of
funds legally available therefor. In the event of a
dissolution, liquidation or winding-up of the Company,
holders of Common Stock are entitled to share ratably in all
assets remaining after payment of liabilities. Holders of
Common Stock have no right to convert their Common Stock
into any other securities. The Common Stock has no
preemptive or other subscription rights. There are no
redemption or sinking fund provisions applicable to the
Common Stock.
Item 2. Exhibits.
A. Articles of Incorporation dated December 12, 1997
(incorporated herein by reference to the Company's
Registration Statement on Form SB-2 No. 333-43487)
dated December 30, 1997).
B. Bylaws of the Company dated December 12,
1997(incorporated herein by reference to the
Company's Registration Statement on Form SB-2 No.
333-43487) dated December 30, 1997).
C. Form of Specimen of Common Stock Certificate
(incorporated herein by reference to the Company's
Registration Statement on Form SB-2 No. 333-43487)
dated December 30, 1997).
<PAGE>
SIGNATURES
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.
CHAPMAN HOLDINGS, INC.
Date: January 5, 1998
By: /S/ NATHAN A. CHAPMAN, JR.
Nathan A. Chapman, Jr.
President
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