UNITED FINANCIAL MORTGAGE CORP
8-A12B, 1998-05-14
MORTGAGE BANKERS & LOAN CORRESPONDENTS
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<PAGE>
 
                                   FORM 8-A

                      SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR (g) OF THE 
                        SECURITIES EXCHANGE ACT OF 1934

- --------------------------------------------------------------------------------
                        UNITED FINANCIAL MORTGAGE CORP.

            (Exact name of registrant as specified in its charter)

- --------------------------------------------------------------------------------
           Illinois                                       36-3440533

(State of incorporation or organization) (I.R.S. Employee Identification Number)

- --------------------------------------------------------------------------------

              600 Enterprise Drive, Suite 206
                    Oak Brook, Illinois                     60521

          (Address of principal executive office)         (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, No Par Value                The Chicago 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]

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 to which this form relates:  No. 333-27037

Securities Act registered pursuant to Section 12(g) of the Act: NONE
<PAGE>
 
Item 1.  Description of Registrant's Securities to Be Registered
         -------------------------------------------------------

     The information required by Item 1 is incorporated by reference to the
information appearing under the caption "Description of Securities - Common 
Stock" on page 34 of the Prospectus that forms a part of the Registrant's 
Registration Statement on Form SB-2, as amended, (File No. 333-27037).

Item 2.  Exhibits
         --------

     The following documents are filed herewith unless noted as being 
incorporated by reference pursuant to Rule 12b-32.

     1. Specimen Certificate of Common Stock, no par value per share.

     2. Articles of Incorporation of Registrant (incorporated herein by
        reference to Exhibit 3(i) to Registrant's Registration Statement on Form
        SB-2, File No. 333-27037).

     3. By-Laws of Registrant (incorporated by reference to Exhibit 3(i) to
        Registrant's Registration Statement on Form SB-2, File No. 333-27037).

                                   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)  UNITED FINANCIAL MORTGAGE CORP.

(Date)        May 13, 1998

          By /s/ Joseph Khoshabe
             -------------------------------------
                Joseph Khoshabe, President


<PAGE>

                                    (LOGO)
 
NUMBER                         United Financial                           SHARES
                                MORTGAGE CORP.
             INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS

                                                              SEE REVERSE FOR
                                                            CERTAIN DEFINITIONS
                                                            --------------------
                                                             CUSIP  910303 10 6
This Certifies that               -SPECIMEN-                --------------------

is the owner of                                                    New Cusip
                                                                   910303304

           Fully Paid and NonAssessable Shares of the Common Stock,
                          No Par Value Per Share, of

                        UNITED FINANCIAL MORTGAGE CORP.

transferable on the books of the Corporation by the holder himself in person or 
by duly authorized attorney upon the surrender of this Certificate properly 
endorsed. This Certificate and the shares represented hereby are issued and 
shall be held subject to all the provisions of the Articles of Incorporation, as
amended, to all of which the holder by acceptance hereof asserts. This 
Certificate is not valid unless countersigned by a Transfer Agent and registered
by the Registrar.

     Witness, the facsimile seal of the Corporation and the facsimile signature 
of its duly authorized officer.

     Dated:
                                                        Please Supply Name     
                                                  ------------------------------
                                                  PRESIDENT/SECRETARY

COUNTERSIGNED:
CORPORATE STOCK TRANSFER, INC.
370 - 17th Street, Suite 2350, Denver, Colorado 80202


By:_____________________________________________________
      Transfer Agent and Registrar Authorized Officer

<PAGE>
 
                        UNITED FINANCIAL MORTGAGE CORP.
                        Corporate Stock Transfer, Inc.
                 Transfer Fee:  $10.00 Per Certificate Issued




   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>                                    <C>
  TEN COM    -- as tenants in common                UNIF GIFT MIN ACT- ................. Custodian for ................
                                                                            (Cust.)                         (Minor)
  TEN ENT    -- as tenants by the entireties                           under Uniform Gifts to Minors

  JT TEN     -- as joint tenants with right of                         Act of .........................................
                survivorship and not as tenants                                              (State)
                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 type name and address 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 ........................ 19..................

SIGNATURE GUARANTEED:                          X ..........................................................


                                               X ..........................................................

   THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION, (Bank, Stockbrokers, Savings
and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM PURSUANT TO S.E.C. RULE 17Ad-15.

</TABLE>



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