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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FINANCIAL PACIFIC INSURANCE GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 68-0311660
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
3850 ATHERTON ROAD 95765
ROCKLIN, CALIFORNIA (Zip Code)
(Address of Principal Executive Offices)
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
(Title of Class)
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: 333-50511
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, par value $0.001
per share
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of Registrant's Common Stock, par value $0.001 per
share, contained on page 51 of the prospectus which forms a part of Registrant's
Registration Statement on Form S-1 (File No. 333-50511) as filed on April 20,
1998, under the caption "Description of Capital Stock," is incorporated herein
by this reference.
ITEM 2. EXHIBITS.
The following Exhibits are filed as part of this Registration
Statement:
1. Registrant's Registration Statement on Form S-1 (Registration No.
333-50511) (the "S-1 Registration Statement"), filed with the Commission on
April 20, 1998, as amended by (i) Amendment No. 1, filed with the Commission on
May 29, 1998, (ii) Amendment No. 2, filed with the Commission on June 12, 1998,
(iii) Amendment No. 3, filed with the Commission on June 25, 1998 and (iv)
Amendment No. 4, filed with the Commission on July 16, 1998 (incorporated by
reference);
2. Certificate of Incorporation of Registrant (incorporated by
reference to Exhibit 3.1 of the S-1 Registration Statement);
3. Bylaws of Registrant (incorporated by reference to Exhibit 3.2 of
the S-1 Registration Statement);
4. Specimen of certificate evidencing Registrant's Common Stock, par
value $0.001 per share, registered hereunder (incorporated by reference to
Exhibit 4.1 of the S-1 Registration Statement);
5. Stockholders Agreement, dated September 7, 1993, between the
Registrant and the investors named therein (incorporated by reference to Exhibit
4.2 of the S-1 Registration Statement); and
6. Amendment Number One to the Stockholders Agreement, dated December
28, 1995, between the Registrant and the investors named therein (incorporated
by reference to Exhibit 4.3 of the S-1 Registration Statement).
2.
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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.
FINANCIAL PACIFIC INSURANCE GROUP, INC.
Dated: July 23, 1998 By: /s/ Robert C. Goodell
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Robert C. Goodell
President and Chief Executive Officer
3.
