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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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
MGI2, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0631884
(State of incorporation or organization) (I.R.S. Employer Identification No.)
9821 KATY FREEWAY, SUITE 500
HOUSTON, TEXAS 77024
(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:
Common Stock, par value $.01 American Stock Exchange
per share
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. /X/
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. / /
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
A description of the common stock, par value $0.01 per share of MGi2,
Inc. (the "Registrant"), to be registered hereunder is set forth under the
caption "Description of Capital Stock" in the prospectus included in the
Registrant's Registration Statement on Form N-2 (No. 333-95905), as filed with
the Securities and Exchange Commission on March 15, 2000, under the Securities
Act of 1933, as amended, and will be set forth in any prospectus filed in
accordance with Rule 424(b) thereunder, which description is incorporated herein
by reference.
ITEM 2. EXHIBITS
The following exhibits to this Registration Statement on Form 8-A are
either filed herewith or are incorporated by reference from the documents
specified, which have been filed with the Securities and Exchange Commission.
* 1. Registrant's Registration Statement on Form N-2
(No. 333-95905), as amended, filed with the Securities and
Exchange Commission on March 15, 2000 (the "Registration
Statement") (incorporated herein by reference).
2. Certificate of Incorporation of the Registrant (incorporated
herein by reference from Exhibit 3.1 to the Registration
Statement).
3. Bylaws of the Registrant (incorporated herein by reference
from Exhibit 3.2 to the Registration Statement).
4. Specimen Common Stock Certificate evidencing shares of common
stock of the Registrant (incorporated herein by reference from
Exhibit 4.1 to the Registration Statement).
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* Previously filed
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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, thereunto duly authorized.
Dated: March 16, 2000
MGi2, INC.
By: /s/ Cary M. Grossman
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Name: Cary M. Grossman
Title: Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER
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*1. Registrant's Registration Statement on Form N-2 (No. 333-95905), as
amended, filed with the Securities and Exchange Commission on March
15, 2000 (the "Registration Statement") (incorporated herein by
reference).
2. Certificate of Incorporation of the Registrant (incorporated herein by
reference from Exhibit 3.1 to the Registration Statement).
3. Bylaws of the Registrant (incorporated herein by reference from Exhibit
3.2 to the Registration Statement).
4. Specimen Common Stock Certificate evidencing shares of common stock of
the Registrant (incorporated herein by reference from Exhibit 4.1 to
the Registration Statement).
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* Previously filed.
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