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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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SMITH-GARDNER & ASSOCIATES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Florida 65-0090038
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
1615 South Congress Avenue
Delray Beach, Florida 33445-6368
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(Address of Principal Executive Offices) (Zip Code)
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)(1) 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 to be registered pursuant to Section 12(b) of the Act:
Name of Exchange on which Each
Title of each class to be so registered Class is to be Registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Common Stock registered hereunder by
Smith-Gardner & Associates, Inc., a Florida corporation (the "Registrant"), is
incorporated by reference to the section headed "Description of Capital Stock -
Common Stock" in the Registrant's Registration Statement on Form S-1
(Registration No. 333-63125), as filed with the Securities and Exchange
Commission (the "Commission") on September 10, 1998 and any amendments to such
Registration Statement filed subsequently thereto, including any form of
Prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as
amended.
ITEM 2. EXHIBITS.
(a) Amended and Restated Articles of Incorporation of the Registrant,
as amended*
(b) Form of Amended and Restated Articles of Incorporation of the
Registrant*
(c) Bylaws of the Registrant, as amended*
(d) Form of Bylaws of the Registrant, as amended*
(e) Form of Certificate of Common Stock of the Registrant*
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* Incorporated by reference to the Registrant's Registration Statement on Form
S-1 (Commission File No. 333-63125).
SIGNATURES
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.
SMITH-GARDNER & ASSOCIATES, INC.
By: /s/ Gary G. Hegna
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Gary G. Hegna
President and Chief Executive Officer
Date: January 26, 1999
