<PAGE> 1
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
General Credit Corporation
- -------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
New York 13-3895072
- -------------------------------------------------------------------------------
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
211 East 70th Street, New York, NY 10021
- -------------------------------------------------------------------------------
(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 to become effective
filing pursuant to General simultaneously with the effectiveness
Instruction A(c)(1) please check of a concurrent registration statement
the following 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:
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:
- -----------------------------------------------------------------------------
Common Stock, par value $.001 per share
Redeemable Common Stock Purchase Warrants, par value $.001 per share
- -----------------------------------------------------------------------------
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered.
A description of the shares of Common Stock, par value $.001
per share, is contained in the Registrant's Registration Statement on Form
SB-2, SEC File No.333-09831 (the "Registration Statement") under the caption
"Description of Securities." Such information is incorporated herein by
reference to such section of the Registration Statement.
Item 2. Exhibits.
1. Form of Underwriting Agreement between the Registrant and the
Underwriter is Exhibit 1.1 to the Registration Statement. Exhibit 1.1 is
incorporated herein by reference.
2. Form of Selected Dealer Agreement between the Underwriter and
the Selected Dealers is Exhibit 1.2 to the Registration Statement. Exhibit 1.2
is incorporated herein by reference.
3. Form of Financial Advisory Agreement between the Registrant
and the Underwriter is Exhibit 1.3 to the Registration Statement. Exhibit 1.3
is incorporated herein by reference.
4. Certificate of Incorporation of the Registrant is Exhibit 3.1
of the Registration Statement. Exhibit 3.1 is incorporated herein by
reference.
5. Certificate of Amendment of Certificate of Incorporation of
the Registrant is Exhibit 3.2 of the Registration Statement. Exhibit 3.2 is
incorporated herein by reference.
6. Amended and Restated By Laws of the Registrant is Exhibit 3.3
of the Registration Statement. Exhibit 3.3 is incorporated herein by
reference.
7. Form of certificate evidencing shares of Common Stock is
Exhibit 4.1 of the Registration Statement. Exhibit 4.1 is incorporated herein
by reference.
8. Form of certificate evidencing Purchase Warrant is Exhibit 4.2
of the Registration Statement. Exhibit 4.2 is incorporated herein by
reference.
9. Form of Warrant Agreement between the Registrant and the
Transfer and Warrant Agent is Exhibit 4.3 of the Registration Statement.
Exhibit 4.3 is incorporated herein by reference.
10. Form of Underwriter's Warrant Agreement between the Registrant
and the Underwriter is Exhibit 4.4 of the Registration Statement. Exhibit 4.4
is incorporated herein by reference.
11. Form of Agreement regarding Restriction on Transferability of
Shares is Exhibit 10.15 of the Registration Statement. Exhibit 10.15 is
incorporated herein by reference.
2
<PAGE> 3
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.
GENERAL CREDIT CORPORATION
Date: October 3, 1996 By: /s/ Irwin Zellermaier
----------------------------
Irwin Zellermaier, President
3
