<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C., 20549
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
PAULA FINANCIAL
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 95-4640368
----------------------------- -----------------------------
(State of Incorporation or Organization) (IRS Employer
Identification No.)
Gateway Plaza
300 North Lake Avenue, Suite 300 91101
Pasadena, California
----------------------------- -----------------------------
(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
to be so Registered Which Each Class is to be
------------------- Registered
----------------
None N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
- --------------------------------------------------------------------------------
(Title of class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Common Stock (the "Common Stock") to be
registered hereunder is contained in the section entitled "Description of
Capital Stock" in the Prospectus included in the Registrant's Form S-1
Registration Statement, No. 333-33159, as filed on August 8, 1997 with the
Securities and Exchange Commission and filed pursuant to Rule 430 of the
Securities Act of 1933, as amended. Such description is incorporated herein
by reference.
Item 2. EXHIBITS.
EXHIBIT NO. DESCRIPTION
2.1(1) Certificate of Incorporation of Registrant.
2.2(1) Bylaws of Registrant.
2.3(1) Certificate of Designation of Series A Preferred Stock of
Registrant
2.4 Specimen Share Certificate for the Common Stock.
- ----------------------------
(1) Previously filed as an exhibit to the Registrant's Registration Statement
on Form S-1 (File No. 333-33159) and incorporated herein by reference.
2
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
PAULA FINANCIAL
Date: October 7, 1997 By: /s/Bradley K. Serwin
------------------------------------
Bradley K. Serwin
Senior Vice President and
General Counsel
3
<PAGE>
EXHIBIT 2.4
COMMON STOCK COMMON STOCK
[LOGO]
INCORPORATED UNDER THE LAWS PAULA FINANCIAL SEE REVERSE FOR
OF THE STATE OF DELAWARE CERTAIN DEFINITIONS
CUSIP 703588 10 3
THIS CERTIFIES THAT
is the record holder of
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, $.01 PAR VALUE, OF
PAULA FINANCIAL
transable on the book of the Corporation by the holder hereof in person or by
duly authorized attorney upon surrender of this Certificate property endorsed.
This Certificate is not valid unless countersigned and registered by the
Transfer Agent and Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
Dated:
/s/ Bradley K. Sernin [SEAL] /s/ Jeffrey Snider
- ------------------------ ---------------------
SECRETARY PRESIDENT
<PAGE>
EXHIBIT 2.4 (CONTINUED)
The Corporation will furnish without charge to each stockholder who
so requests a statement of the powers, designations, preferences and relative,
participating, optional, or other special rights of each class of stock of
the Corporation or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights. Such requests shall be made
to the Corporation's Secretary at the principal office of the Corporation.
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 MN ACT-- Custodian
TEN ENT -- as tenants by the entireties ---------- -----------
JT TEN -- as joint tenants with right (Cust) (Minor)
survivorship and not as tenants under Uniform Gifts to Minors
in common
Act ----------------------------
UNIF TRF MIN ACT-- Custodian (until age )
---------- ---------
(Cust)
---------- under Uniform Transfers
(Minor)
to Minors Act
----------------------
(State)
</TABLE>
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 TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------- Shares
of the common 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.
- --------------------------------------------------------------------------------
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises
Dated
------------------------------
X
-----------------------------------
X
-----------------------------------
THE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME(S)
NOTICE: AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED
BY
-----------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS STOCKHOLDERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULES 17Ad-15
