SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________________
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
GKN HOLDING CORP.
____________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 13-3414302
- ----------------------------------- ----------------------
(State of Incorporation) (IRS Employer
Identification No.)
61 Broadway, New York, New
York 10006
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(Address of principal (Zip Code)
executive offices)
If this Form relates to the If this Form relates to
registration of a class of the registration of a
debt securities and is class of debt securities
effective upon filing pursuant and is to become effective
to General Instruction simultaneously with the
A(c)(1), please check the effectiveness of a
following box: |_| 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 Securities Act of
1934:
Name of each exchange on
Title of each class to be so which each class is to be
registered registered
- ---------------------------------------- -------------------------------
Common Stock, par value $.0001 The Nasdaq National Market
per share System
Securities to be registered pursuant to Section 12(g) of the Securities
Exchange Act: None
<PAGE>
This Registration Statement on Form 8-A relates to the common stock,
par value $.0001 per share ("Common Stock") of GKN Holding Corp., a Delaware
corporation ("Registrant"). A Registration Statement on Form S-1 (No. 333-05273)
relating to the Common Stock was filed with the Securities and Exchange
Commission ("Commission") on June 5, 1996 ("Registration Statement").
ITEM 1. Description of Registrant's Securities to be Registered.
_______________________________________________________
The information required in this Item 1 of this Statement is
incorporated herein by reference from the section entitled "Description of
Capital Stock" appearing in the Prospectus included in Amendment No. 1 to the
Registrant's Registration Statement which was filed with the Commission on July
18, 1996 ("Amendment No. 1").
ITEM 2. Exhibits.
________
Incorporated by reference are the following exhibits to the
Registrant's Registration Statement and Amendment No. 1.
Exhibit No. Description
___________ ___________
1.1 * Form of Underwriting Agreement.
1.2 * Form of Selected Dealers Agreement
3.1 + Registrant's Restated Certificate of Incorporation.
3.1 (a) + Amendment, effective as of May 31, 1994, to
Registrant's Restated Certificate of Incorporation.
3.2 + Registrant's By-laws.
3.2 (a) * Amendment to the Registrant's By-laws.
4.1 * Form of Common Stock Certificate.
5.1 * Opinion of Graubard Mollen & Miller.
10.1 + Lease for 61 Broadway, New York, New York 10006.
10.2 + Lease for Mizner Park (Suite 245), Boca Raton, Florida
office space.
10.3 + Lease for Mizner Park (Suite 405), Boca Raton, Florida
office space.
10.4 + Lease for Great Neck, New York office space.
10.5 + Lease for Stamford, Connecticut office space.
10.6 + Lease for Hallandale, Florida office space.
10.7 + Lease for Miami Beach, Florida office space.
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<PAGE>
10.8 + Lease for South Miami Beach, Florida office space.
10.9 + Agreement between GKN Securities Corp. and managers of North
Miami, Florida branch office.
10.10 * Employment Agreement between the Company and David M.
Nussbaum.
10.11 * Employment Agreement between the Company and Roger N.
Gladstone.
10.12 * Employment Agreement between the Company and Robert
Gladstone.
10.13 * Employment Agreement between the Company and Peter Kent.
10.14 + Warrant Agreement with Joseph Stahler.
10.15 + Stock Purchase Agreement with Marvin and Sally Shochet,
including form of Option Agreement
10.16 * Option Agreement with director nominees.
10.17 + 1991 Employee Incentive Plan.
10.18 + Clearing Agent Agreement.
10.19 + Form of Stock Option Agreement.
10.20 * 1996 Incentive Compensation Plan
10.21 * Form of Indemnification Agreement
21 ^ Subsidiaries of the Registrant
23.1 + Consent of KPMG Peat Marwick LLP.
23.2 + Consent of Goldstein Golub Kessler & Company, P.C.
23.3 * Consent of Graubard Mollen & Miller (included in
Exhibit 5.1).
23.4 + Consent of John P. Margaritis
23.5 + Consent of Arnold B. Pollard
24 ^ Power of Attorney [Reference is Made to the signature
page of the Registration Statement]
27 ^ Financial Data Schedule
^ Filed as the same number exhibit included in the Registration
Statement.
+ Filed as the same number exhibit included in Amendment No. 1.
* To be Filed by Amendment.
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<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized.
GKN HOLDING CORP.
Date: July 22, 1996 /s/ Peter R. Kent
------------------------
Name: Peter R. Kent
Title: Chief Operating Officer
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