FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
D.H. MARKETING & CONSULTING, INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0330263
(State or of incorporation or organization) (IRS Employer
Identification No.)
HC 77 394 B Route 209 Milford, PA 18337-9444
(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 NASDAQ
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. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The information required in the section is herein incorporated by reference
from the Company's Registration Statement on Form SB-2 (SEC File No. 33-91240,
declared by the Securities and Exchange Commission to be effective on August
11, 1995 at 2:00 p.m.) on Page 22 of the Company's Prospectus dated August 11,
1995 under the heading "Description of Securities."
Item 2. Exhibits
Pursuant to Item II of the Instructions As to Exhibits for SEC Form 8-A, the
following exhibits will be filed with each such exchange on which no other
Securities of the Registrant are registered but will not be filed with or
incorporated by reference within the Form 8-A filed with the Securities and
Exchange Commission.
1. The Company's 10-KSB/A for the period ending December 31, 1996, filed with
the Securities and Exchange Commission on May 12, 1997, Accession Number
for EDGAR filing is 0001018904-97-000003, is attached hereto as Exhibit
Number 1. (The Company's 10-KSB for the period ending December 31, 1996
was filed with the Securities and Exchange Commission on March 27, 1997.)
2. The Company's 10-QSB/A for the period ending March 31, 1997, filed with
the Securities and Exchange Commission on May 27, 1997, Accession Number
for EDGAR Filing is 0001018904-97-000004, is attached hereto as Exhibit
Number 2. (The Company's 10-QSB for the period ending March 31, 1997 was
filed with the Securities and Exchange Commission on May 7, 1997.)
3. The Company's Proxy Statement for the Annual Meeting of Stockholders to be
held on June 20, 1997 is attached hereto as Exhibit Number 3.
4. The Company's Articles of Incorporation are herein incorporated by
reference from the Company's Registration Statement on Form SB-2 (SEC File
No. 33-91240, declared by the Securities and Exchange Commission to be
effective on August 11, 1995 at 2:00 p.m.) as Exhibit 3.0 of Part II.
The Company's By-Laws are herein incorporated by reference from the
Company's Registration Statement on Form SB-2 (SEC File No. 33-91240,
declared by the Securities and Exchange Commission to be effective on
August 11, 1995 at 2:00 p.m.) as Exhibit 3.1 of Part II.
The Company's Certificate of Amendment of Articles of Incorporation are
herein incorporated by reference from the Company's 10-QSB/A filed with
the Securities and Exchange Commission on May 27, 1997 as Exhibit 3.3.
5. The Company's specimen stock certificate is herein incorporated by
reference from the Company's 10-QSB/A filed with the Securities and
Exchange Commission on May 27, 1997 as Exhibit 4.0.
6. The Company's Annual Report for the fiscal year 1996 is attached hereto as
Exhibit Number 6.
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.
D.H. MARKETING & CONSULTING, INC.
May 23, 1997
Date
By: /s/ DAVID D. HAGEN
David D. Hagen, President
