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
INDEPENDENT RESEARCH AGENCY FOR LIFE INSURANCE, INC.
(Exact name of Registrant as specified in its charter)
Texas 75-1731373
(State of incorporation (I.R.S. Employer
or organization) Identification
Number)
4100 South Hulen Street, Fort Worth, Texas 76109 (817) 731-8621
(Address and telephone number of principal executive offices)
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. ______
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement 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:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
_________________________ ________________________________
Securities to be registered pursuant to Section 12(g) of the Act:
Class B Non-Voting Common Stock, $.02 par value
(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
The Company hereby incorporates by reference the
information under the caption "Description of Securities" from its
Form S-1 Registration Statement, as amended, filed with the
Securities and Exchange Commission on May 1, 1996.
Item 2. Exhibits.
1. Specimen Certificate of the Company's Class B
Non-Voting Common Stock.
2.1. The Company's Articles of Incorporation, as amended,
filed as Exhibit 3.a. to the Company's Form S-1 Registration
Statement, as amended, filed with the Securities and Exchange
Commission on May 1, 1996, and incorporated herein by reference.
2.2 The Company's Bylaws, as amended, filed as Exhibit
3.b. to the Company's Form S-1 Registration Statement, as amended,
filed with the Securities and Exchange Commission on May 1, 1996,
and incorporated herein by reference.
2.3. Stock Agreement - Class B Non-Voting Stock filed as
Exhibit 10.b. to the Company's Form S-1 Registration Statement, as
amended, filed with the Securities and Exchange Commission on May
1, 1996, and incorporated herein by reference.
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.
Independent Research Agency for Life Insurance, Inc.
January 21, 1997
By: /s/ LAMAR C. SMITH
Lamar C. Smith
Chairman of the Board and
Chief Executive Officer
Exhibit 1
Specimen Certificate for Company's Class B Non-Voting Common Stock
ORGANIZED UNDER THE LAWS OF THE STATE OF TEXAS
Number No logo Shares
____________ _____________
INDEPENDENT RESEARCH AGENCY FOR LIFE INSURANCE, INC.
$.02 PAR VALUE CLASS B NONVOTING COMMON SHARES NONCUMULATIVE
THE TRANSFERABILITY OF THESE SHARES IS LIMITED BY THE PROVISIONS OF
ARTICLE 2.22 OF THE TEXAS BUSINESS CORPORATION ACT AND ARTICLE
21.07-1 OF THE TEXAS INSURANCE CODE, AS WELL AS THE PROVISIONS OF
THE STOCK AGREEMENT IDENTIFIED ON THE REVERSE SIDE HEREOF.
THIS CERTIFIES THAT
SPECIMEN
is the owner of
fully paid and non-assessable shares of The Class B Nonvoting
Common capital stock of Independent Research Agency for Life
Insurance, Inc., a corporation organized under the laws of the
State of Texas, transferable only on the books of the Corporation
by the holder hereof in person or by duly authorized Attorney, upon
surrender of this Certificate properly endorsed.
Two concentric IN WITNESS WHEREOF, the said Corporation has
circles between cause this Certificate to be signed by its duly
which is printed authorized officers and to be sealed with the
the name of the Seal of the Corporation this _____ day of
corporation ________________________, A.D. 19___
"Independent _____________________ ___________________
Research Agency SECRETARY PRESIDENT
for Life Ins.,
Inc." with the
words "Corporate
Seal" printed in
the center.
[Reverse side starts here]
The shares represented by this certificate are subject to the
provisions of that certain Stock Agreement executed on
________________________ by and between Independent Research Agency
for Life Insurance, Inc. ("Company") and ________________, a copy
of which Agreement is on file in the Company's office.
A statement of the designations, preferences, limitations and
relative rights of each class of stock of the Company, including
the denial of the preemptive right of shareholders to acquire
unissued or treasury shares of the Company, is set forth in the
Company's Articles of Incorporation on file in the office of the
Secretary of State. The Company will furnish a copy of such
statement, and a copy of the Stock Agreement identified above, to
the record holder of this certificate without charge upon written
request to the Company at its principal office.
Although the shares represented by this certificate have been
registered under the Securities Act of 1933, they have not been
registered in certain states in reliance on exemptions from
registration in such states. In such cases, the shares have been
acquired for investment and may not be offered for sale or sold to
third parties in the absence of an effective registration statement
or an opinion of counsel satisfactory to the Company that such
registration is not required in such states.
. . . . .
For Value Received. I hereby sell, assign and transfer to
Independent Research Agency for Life Insurance, Inc.
_________________ Shares represented by the within Certificate.
Dated _________________________, 19____.
_________________________________________
