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
LONGPORT, INC.
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(Exact name of registrant as specified in its charter)
Nevada 23-2715528
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(State of incorporation (IRS Employer
or organization) Identification Number)
791 South Chester Road
Swarthmore, PA
(800) 289-6863 19081
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
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 file number to which this Form
relates:___________ (if applicable)
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
$.001 par value common stock Pacific Exchange, Inc,
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Securities to be registered pursuant to Section 12(g) of the Act:
(Title of Class)
<PAGE>
DESCRIPTION OF SECURITIES
ITEM 1. Description of Registrant's Securities To Be Registered
Post Effective Amendment No. 1 to the Registrant's Registration Statement
on Form SB-2 under the Securities Act of 1933, No. 333-75236, declared effective
on May 15, 1998, is incorporated herein by reference, including specifically,
"Description of Securities", contained therein.
ITEM 2. Exhibits
1. 1.1 Specimen Certificate for $.001 par value common stock of the
Registrant
2. Articles of Incorporation of Registrant as amended, filed as Exhibit
3.01 to the Registration Statement on Form SB-2 under the Securities
Act of 1933, file no. 333-75236, declared effective on July 7, 1994
and incorporated herein by reference.
3. Bylaws of Registrant, as amended, filed as Exhibit 3.02 to the
Registration Statement on Form SB-2 under the Securities Act of 1933,
file no. 333-75236, declared effective on July 7, 1994 and
incorporated herein by reference.
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.
Longport, Inc.
By /s/ James R. McGonigle
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James R. McGonigle
Chief Executive Officer
Date: November 8, 1999
NUMBER SHARES
LONGPORT, INC.
Incorporated under the laws of the State of Delaware
See Reverse For
Certain Definitions
CUSIP 543137 10 3
This Certifies That
is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK,
$.001 PAR VALUE PER SHARE, OR
LONGPORT, INC.
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate and the shares represented hereby are issued and
shall be subject to all the provisions of the Certificate of Incorporation, as
amended, to all of which the holder by acceptance hereby assents. This
Certificate is not valid unless countersigned by the Transfer Agent and
registered by the Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated:
/s/ Peter E. Cavanaugh /s/ James R. McGonigle
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Secretary Chief Executive Officer
Countersigned:
CORPORATE STOCK TRANSFER, INC.
By:
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Transfer Agent and Registrar
Authorized Officer
<PAGE>
Longport, Inc.
Corporate Stock Transfer, Inc.
Transfer Fee: $15.00 Per Certificate
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The following abbreviations, when used in this 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 for
(Cust.) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors
JT TEN - as joint tenants with right Act of
of survivorship and not as ------------------------------
tenants in common (State)
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
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Please print or type name and address of assignee
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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) MUST BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan
Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM.
