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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
PINNACLE HOLDINGS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 65-0652634
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1549 RINGLING BOULEVARD, 3RD FLOOR
SARASOTA, FLORIDA 34236
(Address of principal executive office) (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 securities pursuant to
Section 12(b) of the Exchange Section 12(g) of the Exchange Act
Act and is effective upon filing and is effective pursuant to General
pursuant to General Instruction Instruction A.(d), please check the
A.(c), please check the following box [X]
following box [ ]
Securities Act registration statement file number to which this form
relates: 333-59297
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)
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PINNACLE HOLDINGS INC.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Registrant's Common Stock registered hereby is
incorporated by reference to "Description of Capital Stock" in the Registrant's
Form S-11 Registration Statement No. 333-59297, originally filed with the
Securities and Exchange Commission on July 17, 1998, and as amended by Amendment
No.1 filed with the Securities and Exchange Commission on July 27, 1998, by
Amendment No.2 filed with the Securities and Exchange Commission on August 11,
1998 and as amended in any amendments to such Registration Statement filed
subsequently to this registration statement, including any form of Prospectus
filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
ITEM 2. EXHIBITS.
The following exhibits are filed herewith:
1 Specimen of stock certificate (incorporated herein by reference to
Exhibit 4.3 to Amendment No.2 to the Registrant's Registration
Statement on Form S-11 (File No. 333-59297)).
2 Amended and Restated Certificate of Incorporation of the Company
(incorporated herein by reference to Exhibit 3.1.1 to Form S-11
Registration Statement (File No. 333-59297)).
3 Certificate of Amendment of Amended and Restated Certificate of
Incorporation of the Company (incorporated herein by reference to
Exhibit 3.1.2 to Amendment No. 2 to the Registrant's Registration
Statement of Form S-11 (File No. 333-59297)).
4 Bylaws of the Company (incorporated herein by reference to Exhibit
3.1.3 to the Form S-11 Registration Statement (File No. 333-
59297)).
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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.
PINNACLE HOLDINGS INC.
By: /s/ Steven Day
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Steven Day, Chief Financial Officer,
Vice President and Secretary.
Date: August 11, 1998
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