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 Capital Management Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland 52-2097010
(State of Incorporation (IRS Employer
or Organization) Identification No.)
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
securities pursuant to Section a class of securities
12(b) of the Exchange Act and pursuant to Section 12(g)
is effective pursuant to of the Exchange Act and is
General Instruction A.(c), effective pursuant to
please check the following box. General
[ ] Instruction A.(d), please
check the following box.
[X]
Securities Act registration statement file number to which this
form relates: 333-51883 (If applicable)
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)
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.
I. A. Articles of Incorporation dated January 8,
1998 (incorporated herein by reference to the
Company's Registration Statement on Form SB-2 No.
333-51883) dated May 5, 1998).
B. Bylaws of the Company dated January 8, 1998
(incorporated herein by reference to the Company's
Registration Statement on Form SB-2 No. 333-51883)
dated May 5, 1998).
C. Form of Specimen of Common Stock Certificate
(incorporated herein by reference to the Company's
Registration Statement on Form SB-2 No. 333-51883)
dated May 5, 1998).
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 CAPITAL MANAGEMENT
HOLDINGS, INC.
Date: May 6, 1998 By: /s/ EARL U. BRAVO, SR.
Earl U. Bravo, Sr.
Vice President
BA3DOCS1/0084637.01
