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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
JW CHARLES FINANCIAL SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Florida 58-1545984
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
980 North Federal Highway Suite 210
Boca Raton, Florida 33432
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(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 registered each class is to be registered
Common Stock, par value
$.001 per share American Stock Exchange
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If the 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(g) of the Act:
None.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Holders of the Registrant's Common Stock are entitled to one
vote per share on all matters submitted to a vote of
shareholders. Shareholders have no right to cumulate their votes
in the election of directors. Accordingly, holders of a majority
of the shares of Common Stock entitled to vote in any election of
directors may elect all of the directors standing for election.
Holders of Common Stock are entitled to receive dividends and
other distributions when, as, and if declared from time to time
by the Board of Directors out of funds legally available
therefor. In the event of a voluntary or involuntary
liquidation, dissolution, or winding up of the Company, the
holders of Common Stock are entitled to share ratably in all
assets remaining after payment of liabilities, including all
distributions to holders of Preferred Stock having a liquidating
preference over the Common Stock. The Registrant's Restated
Articles of Incorporation give the holders of Common Stock no
preemptive or other subscription or conversion rights, and there
are no redemption provisions with respect to such shares. All
outstanding shares of Common Stock are fully paid and non-
assessable. The rights, preferences and privileges of holders of
Common Stock are subject to, and may be adversely effected by,
the rights of holders of shares of any series of Preferred Stock
which the Registrant may designate and issue in the future.
Item 2. Exhibits.
The following exhibits are filed as part of this registration
statement:
Exhibit
Number Description
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1 Registrant's Annual Report on Form 10- *
K for the fiscal year ended December
31, 1996 (incorporated by reference to
the Companys Annual Report on Form 10-
K filed with the Commission on April 1,
1997).
3 Registrant's Proxy Statement dated *
April 30, 1997 for the Annual Meeting
of Stockholders to be held June 10,
1997 (incorporated by reference to the
Company's Proxy Statement filed with
the Commission on April 30, 1997).
4(a) Articles of Amendment to Restated *
Articles of Incorporation
(incorporated by reference to Exhibit
3(c) to the Company's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1994).
4(b) By-Laws (incorporated by reference to *
Exhibit D to Amendment No. 1 to
Registrant's Registration Statement of
Form S-18 (File Number 2-897713-A)
filed with the Commission on May 2,
1984).
5 Specimen of Common Stock Certificate
6 Registrant's Annual Report to *
Stockholders for the year ended
December 31, 1995 (incorporated by
reference to the Company's Annual
Report to Stockholders for the year
ended December 31, 1995 as filed with
the comission on May 00, 1996).
* - Incorporated by reference to the referenced document
previously filed by the Registrant with the Commission.
Page 2<PAGE>
SIGNATURES
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.
JW CHARLES FINANCIAL SERVICES, INC.
(Registrant)
Date: April 30, 1997
By: /s/ Joel E. Marks
Joel E. Marks, Chief Financial Officer
Page 3
NUMBER SHARES
JW____ _____________
JW CHARLES FINANCIAL SERVICES, INC. COMMON STOCK
INCORPORATED UNDER THE LAWS OF THE THE STATE OF FLORIDA CUSIP 159843 10 1
SEE REVERSE FOR
CERTAIN DEFINITIONS
THIS CERTIFIES THAT
SPECIMEN
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.001
EACH OF THE COMMON STOCK OF
JW CHARLES FINANCIAL SERVICES, INC.
transferable on the books of the Corporation in person or by
duly authorized attorney, upon surrender of this certificate
properly endorsed. This certificate and the shares represented
hereby are subject to all of the terms, conditions and limitations
of the Certificate of Incorporation and all amendments thereto and
the By-Laws of the Corporation, to all of which the holder of this
certificate assents by acceptance hereof. 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:
JW CHARLES FINANCIAL SERVICES, INC. /s/ Marshall Leeds
CORPORATE PRESIDENT
SEAL
1983 /s/ Joel E. Marks
FLORIDA SECRETARY
COUNTERSIGNED:
NORTH AMERICAN TRANSFER CO.
FREEPORT, N.Y. 11520
TRANSFER AGENT
BY
AUTHORIZED SIGNATURE
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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)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors
JT TEN - as joint tenants with right of
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 capital stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint_____________________________
Attorney 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)ON THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE
WHATEVER.
