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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
AVIC GROUP INTERNATIONAL, INC.
______________________________________________________________________________
(Exact name of registrant as specified in its charter)
DELAWARE 52-1989122
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
599 LEXINGTON AVENUE, 44th FLOOR, NEW YORK, NEW YORK 10022
______________________________________________________________________________
(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
COMMON STOCK, PAR VALUE $0.001 AMERICAN STOCK EXCHANGE
___________________________________ _____________________________________
___________________________________ _____________________________________
___________________________________ _____________________________________
Securities to be registered pursuant to Section 12(g) of the Act:
______________________________________________________________________________
(Title of class)
______________________________________________________________________________
(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Furnish the information required by Item 202 of Regulation S-K
(Section 229.202 of this chapter).
INSTRUCTION. If a description of the securities comparable to that
required here is contained in any prior filing with the Commission, such
description may be incorporated by reference to such other filing in answer
to this item. If such description will be included in a form of prospectus
subsequently filed by the registrant pursuant to Rule 424(b) under the
Securities Act (Section 230.424(b) of this chapter), this registration
statement shall state that such prospectus shall be deemed to be incorporated
by reference into the registration statement. If the securities are to be
registered on a national securities exchange and the description has not
previously been filed with such exchange, copies of the description shall be
filed with copies of the application filed with the exchange.
SEE ATTACHED EXHIBIT "A"
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ITEM 2. EXHIBITS.
List below all exhibits filed as a part of the registration statement:
SEE ATTACHED EXHIBIT "A"
Instruction. See the instructions as to exhibits, set forth below.
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.
(Registrant) AVIC GROUP INTERNATIONAL. INC.
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Date November 19, 1996
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By /s/ Joseph R. Wright, Jr.
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*Print the name and title of the signing officer under his signature
Joseph R. Wright, Jr., Chief Executive Officer
INSTRUCTIONS AS TO EXHIBITS
I. If the securities to be registered on this form are to be registered on
an exchange on which other securities of the registrant are registered,
or are to be registered pursuant to Section 12(g) of the Act, copies of
all constituent instruments defining the rights of the holders of each
class of such securities, including any contracts or other documents
which limit or qualify the rights of such holders, shall be filed as
exhibits with each copy of the registration statement filed with the
Commission or with an exchange, subject to Rule 12b-32 regarding
incorporation of exhibits by reference.
II. If the securities to be registered are to be registered on an exchange
on which no other securities of the registrant are registered, the
following exhibits shall be filed with each copy of the registration
statement filed with each such exchange, but need not be filed with,
or incorporated by reference in, copies of the registration statement
filed with the Commission:
1. Copies of the last annual report filed pursuant to Section 13 or
15(d) of the Act or, if no such report has yet been filed, copies
of the latest registration statement filed pursuant to Section 12(b)
or (g) of the Act, or pursuant to the Securities Act of 1933.
2. Copies of all current, quarterly or semi-annual reports filed
pursuant to Section 13 or 15(d) of the Act since the end of the
fiscal year covered by the annual report filed pursuant to
Instruction 3 above, or if none, since the effective date of the
latest registration statement so filed.
3. Copes of the latest definitive proxy statement or information
statement, if any, filed with the Commission pursuant to Section 14
of the Act.
4. Copies of the charter and bylaws, or instruments corresponding
thereto, and copies of any other documents defining the rights of
holders of the securities to be registered.
5. Specimens or copies of each security to be registered hereunder.
6. Copies of the last annual report submitted to stockholders by the
registrant or its predecessors. Such annual report shall not be
deemed to be "filed" with the exchange or otherwise subject to the
liabilities of Section 18 of the Act, except to the extent it may
already be subject thereto.
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AVIC GROUP INTERNATIONAL, INC.
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EXHIBIT "A"
TO REGISTRATION STATEMENT ON
FORM 8-A
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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COMMON STOCK. AVIC Group International, Inc., a Delaware corporation
(the "Company") is authorized to issue up to 100,000,000 shares of common
stock, par value $0.001 per share (the "Common Stock"). Subject to those
preferential rights, as may be determined by the Board of Directors of the
Company in connection with the issuance of a series of Preferred Stock,
holders of Common Stock are entitled to cast one vote for each share held of
record, to receive such dividends as may be declared by the Board of
Directors out of legally available funds and to share ratably in any
distribution of the Company's assets after payment of all debts and other
liabilities, upon liquidation, dissolution or winding up. Common stockholders
do not have preemptive rights or other rights to subscribe for additional
shares and the Common Stock is not subject to redemption. The outstanding
shares are validly issued, fully paid and nonassessable.
Under Delaware law, each holder of a share of Common Stock is
entitled to one vote per share for each matter submitted to the vote of the
stockholders, and cumulative voting is allowed for the election of directors,
if provided for in the Certificate of Incorporation. The Company's
Certificate of Incorporation does not provide for cumulative voting.
ITEM 2. EXHIBITS.
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The following exhibits have been filed with the exchange on which the
securities are to be registered:
1. Annual Report on Form 10-KSB for the fiscal year ended March 31, 1996.
2. Quarterly Reports on Form 10-QSB for the quarters ended September 30,
1996 and June 30, 1996.
3. Definitive Proxy Statement on Schedule 14A dated April 18, 1996 for
Special Meeting of Stockholders on May 7, 1996.
4. a. Certificate of Incorporation, dated June 20, 1996.
b. Restated Certificate of Incorporation, dated July 10, 1996.
c. Bylaws dated June 24, 1996.
5. Specimen Common Stock certificate.
