FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
21ST CENTURY HOLDING COMPANY
(Exact name of registrant as specified in its charter)
FLORIDA 65-248866
(State of incorporation (I.R.S. Employer
or organization) (Indemnification No.)
4161 N.W. 5th Street
Plantation, Florida 33317
(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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NONE
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: 333-63623.
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Reference is made to the description of the Registrant's
Common Stock in the sections entitled "Dividend Policy" and "Description of
Capital Stock" contained in the Registrant's Registration Statement on Form SB-2
(Registration No. 333-63623) filed with the Securities and Exchange Commission
on September 17, 1998, as subsequently amended on October 7, 1998 and
October 27, 1998.
Item 2. EXHIBITS DESCRIPTION
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3.1 Amended and Restated Articles of Incorporation(1)
3.2 Amended and Restated Bylaws(1)
4.1 Specimen Certificate of Common Stock(2)
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(1) Incorporated by reference to the Exhibits of the same number included
with the Registrant's Registration Statement on Form SB-2 (Registration
No. 333-63623) filed with the Securities and Exchange Commission on
September 17, 1998.
(2) Incorporated by reference to the Exhibit of the same number included
with the Registrant's Amendment No. 2 to the Registration Statement
on Form SB-2 (Registration No. 333-63623) filed with the Securities
and Exchange Commission on October 27, 1998.
<PAGE>
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, thereto duly authorized.
Dated: October 28, 1998 21ST CENTURY HOLDING COMPANY
By:/S/ EDWARD J. LAWSON
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Edward J. Lawson, Chief Executive
Officer
