<PAGE>
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
ARM Financial Group, Inc.
----------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 61-1244251
-------- ----------
(State of incorporation or (I.R.S. Employer Identification No.)
organization)
515 West Market Street
Louisville, Kentucky 40202
-------------------- --------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Class A Common Stock, Par Value $.01 Per Share
----------------------------------------------
(Title of class)
Securities to be registered pursuant to Section 12(g) of the Act:
None
<PAGE>
2
ITEM 1. DESCRIPTION OF REGISTRANTS SECURITIES TO BE REGISTERED.
The description of the registrant's Class A Common Stock, par value
$.01 per share, set forth under the heading "Description of Capital Stock" in
the Registration Statement on Form S-1 (Registration No. 33-14693), as amended
(the "Registration Statement"), filed by the registrant with the Securities and
Exchange Commission, is hereby incorporated by reference herein.
ITEM 2. EXHIBITS.
The following exhibits are filed herewith (or incorporated by
reference as indicated below):
1. Registration Statement No. 333-14693 on Form S-1, filed pursuant to
the Securities Exchange Act of 1933 on October 23, 1996 and
incorporated herein by reference.
2. Amendment No. 1 to Registration Statement, filed pursuant to the
Securities Exchange Act of 1933 on March 27, 1997 and incorporated
herein by reference.
3. Amendment No. 2 to Registration Statement, filed pursuant to the
Securities Exchange Act of 1933 on May 7, 1997 and incorporated
herein by reference.
4. Amendment No. 3 to Registration Statement, filed pursuant to the
Securities Exchange Act of 1933 on May 23, 1997 and incorporated
herein by reference.
5 Form of Restated Certificate of Incorporation of the registrant to be
in effect upon completion of the offering of the Shares (incorporated
by reference to Exhibit 3(i).7 of the Registration Statement).
6 Form of Amended and Restated By-laws of the registrant to be in effect
upon completion of the offering of the Shares (incorporated by
reference to Exhibit 3(ii).3 of the Registration Statement).
7. Form of Stock Certificate for Class A Common Stock, par value $.01 per
share.
<PAGE>
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.
ARM Financial Group, Inc.
By /s/ John Franco
------------------------------------
John Franco
Co-Chairman of the Board of Directors
and Co-Chief Executive Officer
By /s/ Martin H. Rubby
------------------------------------
Martin H. Rubby
Co-Chairman of the Board of Directors
and Co-Chief Executive Officer
Date: May 23, 1997
<PAGE>
EXHIBIT 7
[FRONT SIDE OF STOCK CERTIFICATE]
[LOGO] ARM FINANCIAL GROUP, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
NUMBER SHARES
- -------------
CUSIP
SEE REVERSE FOR
CERTAIN DEFINITIONS
THIS CERTIFIES THAT
IS THE OWNER OF
SHARES OF THE CLASS A CONVERTIBLE COMMON STOCK, PAR VALUE $.01 PER SHARE, OF
ARM FINANCIAL GROUP, INC.
transferable, only on the books of the Corporation in person or by Attorney on
surrender of this Certificate properly endorsed. The Corporation will furnish
without charge to each stockholder who so requests the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof which it is authorized to issue and the
qualifications, limitations or restrictions of such preferences and/or rights.
Such request should be addressed to the Secretary of the Corporation. This
Certificate is not valid until countersigned and registered by the Transfer
Agent and Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
DATED: COUNTERSIGNED AND REGISTERED:
BY , TRANSFER AGENT AND REGISTRAR
AUTHORIZED SIGNATURE
CO-CHAIRMAN OF THE BOARD CO-CHAIRMAN OF THE BOARD
[CORPORATE SEAL]
<PAGE>
[REVERSE SIDE OF STOCK CERTIFICATE]
ARM FINANCIAL GROUP, INC.
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
Act __________________________
JT TEN - as joint tenants with (State)
right of survivorship
and not as tenants in common
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
------------------
AFFIX MEDALLION SIGNATURE X
GUARANTEE IMPRINT BELOW -----------------------------
(SIGNATURE)
X
-----------------------------
(SIGNATURE)
- --------------------------------------------------------------------------------
ABOVE SIGNATURE(S) 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.
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION SUCH
AS A SECURITIES BROKER/DEALER, COMMERCIAL BANK & TRUST COMPANY, SAVINGS AND
LOAN ASSOCIATION OR A CREDIT UNION PARTICIPATING IN A MEDALLION PROGRAM
APPROVED BY THE SECURITIES TRANSFER ASSOCIATION, INC.
