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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
PDS FINANCIAL CORPORATION
MINNESOTA 41-1695870
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
6171 MCLEOD DRIVE
LAS VEGAS, NEVADA 89120 55113
(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. / /
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. /X/
Securities Act registration statement file number to which this Form relates:
333-49199
Securities to be registered pursuant to Section 12(b) of the Act: Not
Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
INVESTMENT UNIT
10% SENIOR SUBORDINATED NOTE DUE JULY 1, 2004
WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of classes)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the Investment Unit, 10% Senior Subordinated Note due
July 1, 2004 and Warrant to purchase one share of Common Stock, $.01 par value,
of PDS Financial Corporation (the "Registrant") to be registered hereunder is
contained under the caption "Description of Units" in the Prospectus
constituting a part of the Registration Statement on Form SB-2 filed by the
Registrant with the Securities and Exchange Commission (the "Commission") on
April 2, 1998 (File No. 333-49199), as amended by Amendment No. 1. to the
Registration Statement on Form SB-2 filed by the Registrant with the Commission
on April 14, 1998 (collectively, the "Registration Statement"), which
description is incorporated herein by reference.
ITEM 2. EXHIBITS
1. Form of Indenture of Trust between the Registrant and First Trust
National Association (incorporated by reference to Exhibit 4.5 to the
Registrant's Registration Statement).
2. Form of Note (included as Article Two to Exhibit No. 1) (incorporated
by reference to Exhibit 4.6 to the Registrant's Registration
Statement).
3. Form of Warrant Agreement between the Registrant and Norwest Bank
Minnesota, N.A. (incorporated by reference to Exhibit 4.7 to the
Registrant's Registration Statement).
4. Form of Warrant (included in Appendix A to Exhibit No. 3)
(Incorporated by reference to Exhibit 4.8 to the Registrant's
Registration Statement).
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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.
PDS FINANCIAL CORPORATION
Date: April 27, 1998
By /s/ Johan P. Finley
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Johan P. Finley
President and Chief Executive Officer
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PDS FINANCIAL CORPORATION
FORM 8-A EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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1 Form of Indenture of Trust between the Registrant and First
Trust National Association (incorporated by reference to
Exhibit 4.5 to the Registrant's Registration Statement).
2 Form of Note (included as Article Two to Exhibit No. 1)
(incorporated by reference to Exhibit 4.6 to the
Registrant's Registration Statement).
3 Form of Warrant Agreement between the Registrant and Norwest
Bank Minnesota, N.A. (incorporated by reference to Exhibit
4.7 to the Registrant's Registration Statement).
4 Form of Warrant (included in Appendix A to Exhibit No. 3)
(Incorporated by reference to Exhibit 4.8 to the
Registrant's Registration Statement).
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