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Registration No. 000-24717
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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SUNBELT AUTOMOTIVE GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
Georgia 58-2378292
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.
5901 Peachtree-Dunwoody Road, Suite 250-B
Atlanta, Georgia 30328
(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each Class on which each class is
to be so registered to be registered
NONE N/A
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: 333-51451 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.001 PAR VALUE
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The Registrant hereby incorporates by reference the description of its
common stock, $0.001 par value, set forth under the caption "Description of
Capital Stock" in the Registration Statement on Form S-1 (File No. 333-51451)
filed by the Registrant with the Commission.
Item 2. Exhibits.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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1.* Articles of Incorporation of the Registrant.
(Incorporated by reference from Exhibit 3.1 to the
Registration Statement on Form S-1 (File No. 333-51451)
filed by the Registrant with the Commission.)
2. Articles of Amendment to Articles of Incorporation of
Registrant. (Incorporated by reference from Exhibit 3.2 to the
Registration Statement on Form S-1 (File No. 333-51451) filed
by the Registrant with the Commission.)
3. Amended and Restated Bylaws of the Registrant.
(Incorporated by reference from Exhibit 3.3 to the
Registration Statement on Form S-1 (File No. 333-51451) filed
by the Registrant with the Commission.)
4.* Specimen common stock certificate.
(Incorporated by reference from Exhibit 4.1 to the
Registration Statement on Form S-1 (File No. 333-51451)
filed by the Registrant with the Commission.)
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*Previously filed
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, thereunto duly authorized.
SUNBELT AUTOMOTIVE GROUP, INC.
By: /s/ CHARLES K. YANCEY
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Charles K. Yancey
President and Chief Operating Officer
Date: August 12, 1998
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