SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ASSET ALLIANCE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 13-3888903
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
800 Third Avenue, New York, New York 10022
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(Address of principal executive offices) (Zip Code)
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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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: 333-48723
Securities to be registered pursuant to Section 12(g) of the
Act:
Common Stock, par value $.01 per share
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(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1 DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED
Capital Stock
The information required by Item 202 of Regulation S-K is provided
under the heading "Description of Capital Stock" in the
Registrant's Registration Statement on Form S-1 (Registration No.
333-48723), as initially filed with the Securities and Exchange
Commission on March 26, 1998, and as amended on May 13, 1998 and
June 3, 1998 (as so amended, the "Registration Statement"). Such
portion of the Registration Statement is hereby incorporated by
reference and made a part hereof.
ITEM 2 EXHIBITS
1. Amended and Restated Certificate of Incorporation
of the Registrant (included as Exhibit 3.1 to the
Registration Statement and incorporated by reference herein).
2. Amended and Restated By-Laws of the Registrant (included as
Exhibit 3.2 to the Registration Statement and incorporated by
reference herein).
3. Specimen Certificate representing the Common Stock, $.01 par
value, of the Registrant (included as Exhibit 4.1 to the
Registration Statement and incorporated by reference herein).
4. Shareholders' Agreement dated as of July 8, 1996 among Bruce H.
Lipnick, Arnold L. Mintz, AJG Financial Services, Inc.,
Arthur J. Gallagher & Co. and the Company (included as
Exhibit 4.3 to the Registration Statement and incorporated by
reference herein).
5. Registration Rights Agreement dated as of February 27, 1998 by
and among the Company, John I. Bloomberg, Robert M. Poole,
Daniel P. Wimsatt, Richard Hornbuckle and Steven Brase
(included as Exhibit 4.4 to the Registration Statement and
incorporated by reference herein).
6. Registration and Tag Along Rights Agreement dated as of October
1, 1996 among the Company, Trust Advisory Group, Inc., Arnold
L. Mintz and Bruce H. Lipnick (included as Exhibit 4.5 to the
Registration Statement and incorporated by reference herein).
7. Registration Rights Agreement dated as of March 11, 1997 among
the Company, Silverado Capital Management LLC and Jeffrey Cohen
(included as Exhibit 4.6 to the Registration Statement and
incorporated by reference herein).
8. Registration Rights Agreement dated as of April 28, 1998 by and
among the Company, JMG Capital Management, Inc., Pacific Assets
Management, Inc., Jonathan M. Glaser, Roger Richter and Daniel
A. David (included as Exhibit 4.7 to the Registration Statement
and incorporated by reference herein).
9. Form of Registration Rights Agreement to be executed in
connection with the Company's investment in Metropolitan
Capital Managers LLC, Metropolitan Capital Managers II LLC and
Metropolitan Capital Advisors LLC (included as Exhibit 4.16 to
the Registration Statement and incorporated by reference
herein).
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.
ASSET ALLIANCE CORPORATION
By: /s/ Arnold L. Mintz
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Name: Arnold L. Mintz
Title: Executive Vice President,
Chief Operating Officer
and Secretary
Dated: June 22, 1998
