SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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
United Vanguard Homes, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 11-2032899
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
4 Cedar Swamp Road, Glen Cove, New York 11542
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(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is effective
filing pursuant to General Instruction simultaneously with the effectiveness
A(c)(1), please check the following of a concurrent registration statement
box. / / under the Securities Act of 1933
pursuant to General Instruction
A(c)(2), please check the following
box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
None.
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value per share.
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Incorporated herein by reference are the descriptions of the
Registrant's Common Stock and related matters set forth under the headings
"Description of Capital Stock" and "Dividend Policy," respectively, in the
Registrant's Registration Statement on Form SB-2 (File No. 33-80812), filed with
the Securities and Exchange Commission, as amended.
ITEM 2. EXHIBITS.
EXHIBIT
3.1 Restated Certificate of Incorporation of the Registrant.1
3.2 Form of Certificate of Amendment to the Certificate of
Incorporation of the Registrant.1
3.3 Bylaws of the Registrant.1
4.1 Specimen Common Stock Certificate.2
99.1 Registration Statement of the Registrant on Form SB-2 (File
No. 33-80812) and exhibits thereto, filed with the Securities
and Exchange Commission, as amended.3
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1 Incorporated by reference to the exhibit of the same number filed with
Exhibit 99.1.
2 Filed herewith.
3 Previously filed with the Securities and Exchange Commission.
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<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.
Dated: October 17, 1996 United Vanguard Homes, Inc.
By: /s/ Carl G. Paffendorf
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Carl G. Paffendorf, Chairman of the Board
and Chief Executive Officer
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EXHIBIT 4.1
NUMBER SHARES
UV COMMON STOCK
COMMON STOCK CUSIP NO. 913138 20 2
[LOGO]
UNITED VANGUARD HOMES, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFIES THAT is the owner of
fully paid and non-assessable shares, of the $.01 par value
each of the Common Stock of UNITED VANGUARD HOMES, INC. transferable on the
books of the Corporation by the holder hereof in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed.
This Certificate is not valid unless countersigned by the Transfer
Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
/S/THERESA A. GOVIER /S/LARRY L. LAIRD
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SECRETARY PRESIDENT
COUNTERSIGNED AND REGISTERED:
CONTINENTAL STOCK TRANSFER & TRUST
COMPANY (Jersey City, NJ)
TRANSFER AGENT AND REGISTRAR,
BY
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AUTHORIZED OFFICER
<PAGE>
UNITED VANGUARD HOMES, INC.
The Corporation will furnish to any stockholder, upon request and
without charge, (i) a full statement of the designation, relative rights,
preferences and limitations of the shares of each class authorized to be issued,
(ii) the designation, relative rights, preferences and limitations of each such
series so far as the same have been fixed, and (iii) the authority of the Board
of Directors to designate and fix the relative rights, preferences and
limitations of other series.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ____ Custodian ____
(Cust) (Minor)
under Uniform Gifts to Minors
Act__________________________
(State)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as
tenants in common
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, ______________ hereby sell, assign and transfer
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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Shares
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of capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
Attorney
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to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated:
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NOTICE: The signatures to this assignment and
correspond with the name as written upon the
face of this certificate in every
particular, without alteration or
enlargement of any change whatever.
Signature(s) Guarantee:
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED MEDALLION SIGNATURE GUARANTEE PROGRAM) PURSUANT TO
S.E.C. RULE 17Ad-15.
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