SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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
Royce Micro-Cap Trust, Inc.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Maryland 13-3739778
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(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
1414 Avenue of the Americas
New York, New York 10019
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(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
filing pursuant to General effective simultaneously with the
Instruction A(c)(1) please check effectiveness of a concurrent
the following box. / / 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 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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7.75% Cumulative Preferred Stock American Stock Exchange
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The section captioned "Description of Cumulative Preferred Stock" in the
Registrant's preliminary prospectus dated June 20, 1997 forming a part of
Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on
Form N-2 (No. 333-28615) is incorporated herein by reference.
ITEM 2. EXHIBITS.
(I) The following exhibits have been filed with the Securities and
Exchange Commission (the "Commission"):
(1) Form of Certificate for Common Stock.<F1>
(2) Portions of the Articles of Incorporation, as amended, of the
Registrant defining the rights of holders of Common Stock.<F1>
(3) Form of Certificate for 7.75% Cumulative Preferred Stock (the
"Cumulative Preferred Stock").<F2>
(4) Portions of the form of Articles Supplementary defining the
rights of holders of Cumulative Preferred Stock.<F3>
(II) The following exhibits are to be filed with the American Stock
Exchange only:
(1) Registrant's Annual Report to Stockholders for the year ended
December 31, 1996.
(2) Registrant's Semi-Annual Report to Stockholders for the six-
months ended June 30, 1997.
(3) Registrant's Proxy Statement dated May 20, 1996.
(4) Articles of Amendment and Restatement to the Articles of
Incorporation, as amended, of the Registrant.
(5) Form of Certificate for Cumulative Preferred Stock.
(6) Registrant's Annual Report of Stockholders for the year ended
December 31, 1996.
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[FN]
F1 Incorporated by reference to Exhibit (b)(4) to Pre-Effective
Amendment No. 1 to the Registrant's Registration Statement
on Form N-2 (File No. 33-68950) filed with the Commission on
November 17, 1993.
F2 Incorporated by reference to Exhibit (d)(1) to the Registrant's
Registration Statement on Form N-2 (File No. 333-28615) filed with the
Commission on June 6, 1997.
F3 Incorporated by reference to Exhibit (d)(2) to Pre-Effective
Amendment No. 1 to the Registrant's Registration Statement on
Form N-2 (File No. 333-28615) filed with the Commission on
June 20, 1997.
[/FN]
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.
Royce Micro-Cap Trust, Inc.
Date: June 30, 1997 By /s/ Daniel A. O'Byrne
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Daniel A. O'Byrne
Vice President
