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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
ILX RESORTS INCORPORATED
(Exact name of registrant as specified in its charter)
Arizona 860564171
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
2111 East Highland Avenue, Suite 210, Phoenix, Arizona 85016
(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 so registered each class is to be registered
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Common Stock, without par value American Stock Exchange
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box [X]
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If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box [ ]
Securities Act registration statement file number to which this form relates:
N/A (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
none
(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description under the heading "Description of ILX Securities and
Pertinent Arizona Statutes" relating to the Registrant's no par value common
stock in the Prospectus which forms a part of the Registrant's Registration
Statement on Form S-1 (File No. 333-45403) filed with the Securities and
Exchange Commission ("SEC") on February 2, 1998, is incorporated herein by
reference.
ITEM 2. EXHIBITS.
Exhibit No. Description Method of
Filing
1 Articles of Incorporation, as amended (1)
2 Amended and Restated Bylaws (2)
3 Form of Common Stock Certificate (3)
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(1) Incorporated by reference to Exhibits 3(i).1 through 3(i).10 to
Registrant's Registration Statement on Form S-1 (File No. 333-45403),
filed on February 2, 1998.
(2) Incorporated by reference to Exhibit 3(ii) to Registrant's Registration
Statement on Form S-1 (File No. 333-45403), filed on February 2, 1998.
(3) Filed herewith.
In addition to the foregoing exhibits, which form a part of this Registration
Statement, the following items have been delivered to the American Stock
Exchange:
(a) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(b) 1996 Annual Report to Shareholders;
(c) Quarterly Report on Form 10-Q for the quarterly period ended March
31, 1997;
(d) Quarterly Report on Form 10-Q for the quarterly period ended June
30, 1997;
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(e) Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1997;
(f) Proxy Statement filed April 29, 1997 pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
(g) Proxy Statement filed December 29, 1997 pursuant to Section 14 of
the Exchange Act;
(h) Current Report on Form 8-K, dated January 1, 1997, and filed with
the SEC on January 15, 1997;
(i) Current Report on Form 8-K, dated January 7, 1997, and filed with
the SEC on February 11, 1997;
(j) Current Report on Form 8-K, dated May 2, 1997, and filed with the
SEC on May 20, 1997;
(k) Current Report on Form 8-K, dated May 15, 1997, and filed with the
SEC on May 20, 1997;
(l) Current Report on Form 8-K, dated June 23, 1997, and filed with the
SEC on July 1, 1997;
(m) Current Report on Form 8-K, dated August 22, 1997, and filed with
the SEC on September 19, 1997; and
(n) Current Report on Form 8-K, dated September 22, 1997 and filed with
the SEC on September 25, 1997.
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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.
ILX RESORTS INCORPORATED
Dated: February 4, 1998 By /s/ Joseph P. Martoni
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Joseph P. Martori
Chairman of the Board
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Exhibit 3
[ILX RESORTS INCORPORATED LOGO]
NUMBER SHARES
INCORPORATED UNDER THE LAWS OF THE STATE OF ARIZONA
THIS CERTIFICATE IS TRANSFERABLE EITHER IN CHICAGO, IL OR IN NEW YORK, N.Y.
CUSIP 449661 50 3
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE NO PAR VALUE COMMON STOCK OF
ILX RESORTS INCORPORATED, transferable on the books of the Corporation in
person or by attorney upon the surrender of this Certificate properly endorsed.
This Certificate and the shares represented thereby are subject to the laws of
the State of Arizona and to all the provisions of the Articles of Incorporation
and the Bylaws of the Corporation, each as amended. This Certificate is not
valid until countersigned by the Transfer Agent and registered by the
Registrar.
Witness the facsimile seal and facsimile signatures of its duly authorized
officers.
Dated:
/s/ Stephanie D. Castronova ILX RESORTS INCORPORATED /s/ Nancy J. Stone
SECRETARY CORPORATE PRESIDENT
SEAL
ARIZONA
1986
COUNTERSIGNED AND REGISTERED:
HARRIS TRUST AND SAVINGS BANK
TRANSFER AGENT AND REGISTRAR,
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:
<TABLE>
<S> <C>
TEN COM - as tenants in common UNIF GIFT/TRANS MIN ACT - _______ Custodian _____________________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JF TEN - as joint tenants with right of survivorship under Uniform Gifts/Transfers to Minors
and not as tenants in common and not as Act ___________________________________
community property (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
For Value Received, _________________ hereby sell, assign, and transfer to
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________ Shares
of the Common Stock represented by the within Certificate, and do hereby
irrevocably appoint ___________________________________________________ Attorney
to transfer said stock on the books of the within named Corporation with full
power of substitution in the premises.
Dated ______________
_____________________________________
SIGNATURE
_____________________________________
SIGNATURE
NOTICE: The signature to 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.
Signature Guaranteed:
___________________________________________
The signature(s) should be guaranteed by an
eligible guarantor institution pursuant to
SEC Rule 17Ad-15.
