SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
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
________________
PRISM FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-4279417
(State of incorporation (I.R.S. employer
or organization) identification no.)
440 N. Orleans
Chicago, Illinois
(Address of principal executive offices)
60610
(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 registered to be registered
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
(Title of class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description under the heading "Description of Capital
Stock" relating to the Registrant's Common Stock, par value $0.01
per share, contained in the Prospectus included in the
Registration Statement on Form S-1 (No. 333-74883) as such
Registration Statement may be amended from time to time (the "S-1
Registration Statement") is incorporated herein by reference.
ITEM 2. EXHIBITS.
The following exhibits are filed as a part of the S-1
Registration Statement:
Exhibit Description
------- -----------
1.* Form of Amended and Restated Certificate of
Incorporation of the Registrant.
2.** Form of Amended and Restated Bylaws of the Registrant.
3.*** Specimen Certificate for the Registrant's Common Stock.
4.**** Form of Registration Rights Agreement.
_____________________
* Incorporated by reference to Exhibit 3.1 to the S-1 Registration
Statement.
** Incorporated by reference to Exhibit 3.2 to the S-1 Registration
Statement.
*** Incorporated by reference to Exhibit 4.2 to the S-1 Registration
Statement.
**** Incorporated by reference to Exhibit 4.3 to the S-1 Registration
Statement.
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.
PRISM FINANCIAL CORPORATION
By: /s/ David A. Fisher
-----------------------------------------
Name: David A. Fisher
Title: Chief Financial Officer and Senior
Vice President
Date: May 19, 1999
EXHIBIT INDEX
Exhibit Description
------- -----------
1. Form of Amended and Restated Certificate of Incorporation
of the Registrant. (Incorporated by reference to Exhibit
3.1 to the S-1 Registration Statement.)
2. Form of Amended and Restated Bylaws of the Registrant.
(Incorporated by reference to Exhibit 3.2 to the S-1
Registration Statement.)
3. Specimen Certificate for the Registrant's Common Stock.
(Incorporated by reference to Exhibit 4.2 to the S-1
Registration Statement.)
4. Form of Registration Rights Agreement. (Incorporated by
reference to Exhibit 4.3 to the S-1 Registration Statement.)
