<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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
CENTERPRISE ADVISORS, INC.
--------------------------
(Exact name of registrant as specified in its charter)
Delaware 36-4272852
-------- ----------
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
225 West Washington Street, Suite 1600, Chicago IL 60606
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
<TABLE>
<S> <C>
If this form relates to the If this form relates to the registration of
registration of a class of securities a class of securities pursuant to Section
pursuant to Section 12(b) of The 12(g) of The Exchange Act and is
Exchange Act and is effective effective pursuant to General
pursuant to General Instruction Instruction A.(d), please check the
A.(c), please check the following following box. [_]
box. [X]
</TABLE>
Securities Act registration statement file number to which this form relates:
333-75863
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of Each Class Name of Exchange on Which Each
to be so Registered Class is to be Registered
------------------- -------------------------
<S> <C>
Common Stock, The New York Stock Exchange
$0.01 par value
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
-------------------------------------------------------
The description of the Common Stock, $.01 par value per share, of the
Registrant to be registered that is contained in the "Description of Capital
Stock" section of the Registrant's Registration Statement on Form S-1, File No.
333-75863 filed with the Securities and Exchange Commission on April 7, 1999, as
amended from time to time (the "Registration Statement"), is hereby incorporated
herein by reference. Any form of prospectus that constitutes part of the
Registration Statement and is filed by the Registrant pursuant to Rule 424(b)
under the Securities Act of 1933, as amended, shall be deemed incorporated
herein by reference.
Item 2. Exhibits.
--------
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- ------- -----------------------
<C> <S>
1/*/ Specimen stock certificate representing Common Stock, incorporated
herein by reference to Exhibit 4.1 to be filed with an amendment to
the Registration Statement.
2.1/*/ Form of Amended and Restated Certificate of Incorporation of the
Registrant, incorporated herein by reference to Exhibit 3.1 to the
Registration Statement.
2.2/*/ Form of Amended and Restated Bylaws of the Registrant, incorporated
herein by reference to Exhibit 3.2 to the Registration Statement.
</TABLE>
/*/ Incorporated by reference to the corresponding exhibit to the Registrants'
registration statement on Form S-1 filed on April 7, 1999.
-2-
<PAGE>
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.
CENTERPRISE ADVISORS, INC.
--------------------------
(Registrant)
Date: June 17, 1999 By: /S/ Robert C. Basten
------------------------------------
Robert C. Basten
Chairman and Chief Executive Officer
-3-