<PAGE> 1
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
SEARCH CAPITAL GROUP, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 0-9539 41-1356819
- --------------------------------- -------------------- ----------------------
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation) Number) Identification No.)
700 N. PEARL STREET, SUITE 400
DALLAS, TEXAS 75201-7490
- ---------------------------------------------- ----------------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on
to be so registered: which wach class is to be registered:
<S> <C>
None None
--------------------------- -----------------------------
--------------------------- -----------------------------
</TABLE>
<TABLE>
<S> <C>
If this Form relates to the registration of a class If this Form relates to the registration of a class
of debt securities and is effective upon filing of debt securities and is to become effective
pursuant to General Instruction A(c) (1) please check simultaneously with the effectiveness of a concurrent
the following box. [ ]. registration statement under the Securities Act of
1933 pursuant to General Instruction A(c) (2) please
check the following box. [ ]
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
9%/7% SENIOR CONVERTIBLE PREFERRED STOCK
(Title of class)
REDEEMABLE WARRANTS EXPIRING MARCH 14, 2001
(Title of class)
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The registrant's Form 8-K dated April 17, 1996 contains a description of
(i) the registrant's 9%/7% Senior Convertible Preferred Stock under the heading
"Description of New Preferred Stock" and (ii) the registrant's Redeemable
Warrants Expiring March 14, 2001 under the heading "Description of Warrants."
ITEM 2. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
- ------ --------------------
<S> <C>
1. Certificate of Designation 9%/7% Convertible Preferred Stock (incorporated by reference from Exhibit
4.1 to the Form 8-K dated April 17, 1996).
2. Warrant Agreement dated as of March 27, 1996 between Search Capital Group, Inc. and American Securities
Transfer, Inc., as Warrant Agent (incorporated by reference from Exhibit 4.2 to the Form 8-K dated
April 17, 1996).
3. Form of Warrant issued pursuant to Joint Plan of Reorganization (incorporated by reference from Exhibit
4.2 to the Form 8-K dated April 17, 1996).
4. Form of 9%/7% Convertible Preferred Stock certificate.
</TABLE>
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SEARCH CAPITAL GROUP, INC.
By: /s/ Robert D. Idzi
----------------------------------
Robert D. Idzi,
Executive Vice President and
Chief Financial Officer
Dated: May 16, 1996
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
- ------ --------------------
<S> <C>
1. Certificate of Designation 9%/7% Convertible Preferred Stock
(incorporated by reference from Exhibit 4.1 to the Form 8-K dated
April 17, 1996).
2. Warrant Agreement dated as of March 27, 1996 between Search Capital
Group, Inc. and American Securities Transfer, Inc., as Warrant Agent
(incorporated by reference from Exhibit 4.2 to the Form 8-K dated
April 17, 1996).
3. Form of Warrant issued pursuant to Joint Plan of Reorganization
(incorporated by reference from Exhibit 4.2 to the Form 8-K dated
April 17, 1996).
4. Form of 9%/7% Convertible Preferred Stock certificate.
</TABLE>
<PAGE> 1
EXHIBIT 4
SPECIMEN
NUMBER SHARES
---------- SEARCH CAPITAL GROUP, INC. ----------
00527
---------- INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE ----------
60,000,000 AUTHORIZED SHARES $0.01 PAR VALUE
-----------------
CUSIP 812207 30 6
-----------------
SEE REVERSE
FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT
Is The Owner of
fully paid and non-assessable shares of 9%/7% SENIOR CONVERTIBLE PREFERRED
STOCK, $0.01 par value per shares of
SEARCH CAPITAL GROUP, INC.
(hereinafter called the "Corporation"), transferable on the books of the
Corporation by the holder 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.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated: 05/15/1996
[ILLEGIBLE] [ILLEGIBLE]
SECRETARY [SEAL] PRESIDENT
COUNTERSIGNED:
American Securities Transfer, Inc.
P.O. Box 1596
Denver, Colorado 80201
By /s/ [ILLEGIBLE]
Transfer Agent & Registrar Authorized Signature
<PAGE> 2
SEARCH CAPITAL GROUP, INC.
TRANSFER FEE: $15.00 PER NEW CERTIFICATE ISSUED
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.,....
TEN ENT -as tenants by the entireties (Cust) (Minor)
JT TEN -as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act......................
in common (State)
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
- ---------------------------------------
- ---------------------------------------
- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares
- --------------------------------------------------------------------------
of the Preferred Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
----------------------------------------------
attorney-in-fact to transfer the said stock on the books of the within-named
Corporation, with full power of substitution in the premises.
Dated
---------------------
------------------------------------------------------
------------------------------------------------------
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN UPON
THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATSOEVER.
Signature(s) Guaranteed:
- -----------------------------------------
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 signature guarantee Medallion Program), pursuant to
S.E.C. Rule 17Ad-15.
