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
...............................................................................
WMA INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
(State of incorporation or organization) (I.R.S. Employer Identification
No.)
Delaware 58-2179041
5555 Triangle Parkway, N.W., Second Floor Phone: (770) 453-9300
Norcross, GA 30092
(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
None None
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), please 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), please check the following box. [X]
Securities Act registration statement file number to which this form
relates: Not Applicable
Securities to be registered pursuant to Section (12(g) of the Act:
Common Stock - Par Value $.001 each
(Title of class)
Item 1. Description of Registrant's Securities to be Registered
The description of Registrant's Common Stock to be registered hereunder
can be found on pages 70 through 72, inclusive, of Registrant's Prospectus
filed with the Commission as part of Registrant's Registration Statement
declared effective December 22, 1995, (Commission file number33-94226) which
description is incorporated herein by reference pursuant to Rule 12b-23. As
indicated in the Prospectus, the Shareholders' Agreement terminated on December
31, 1997.
Item 2. Exhibits
The following Exhibits are incorporated herein by reference pursuant to
Rule 12b-32, except as otherwise noted.
1. Registrant's Certificate of Incorporation filed as Exhibit 31 to the
Registration Statement filed with the Commission on June 28, 1995.
2. Registrant's By-Laws filed as Exhibit 3.2 to the Registration
Statement filed with the Commission on June 28, 1995.
3. Amendment to Article II, Section 2 of Registrant's By-Laws adopted by
the Board of Directors and ratified by the Stockholders at their
Annual Meeting held on August 11, 1997 filed as Exhibit 3.2.1 to
Registrant's Quarterly Report on Form 10-QSB for the quarterly period
ended September 30, 1997 as filed with the Commission on November
14, 1997.
4. Registrant's Shareholders' Agreement filed as Exhibit 4.1 to the
Registration Statement filed with the Commission on November 17, 1995.
5. Subscription Agreement filed as Exhibit 4.3 To the Registration
Statement filed with the Commission November 17, 1995.
6. Specimen Stock Certificate of Registrant.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
(Registrant) World Marketing Alliance, Inc.
Date January 19, 1998
By /s/ Thomas W. Montgomery, Executive Vice President
(SEAL)
<PAGE>
EXHIBIT 6
NUMBER SHARES
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
WMA INTERNATIONAL CORPORATION
The Corporation is authorized to issue 10,000,000 Common Shares -
Par Value $.001 each
This Certifies that is the owner of
fully paid and non-assessable
Shares of the above Corporation transferable only on the books of the
Corporation by the holder hereof in person or by duly authorized Attorney
upon surrender of this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate
to be signed by its authorized officers and to be sealed with the Seal of the
Corporation.
Dated SEAL
_________________________________ _____________________________________
S. HUBERT HUMPHREY, JR. THOMAS W. MONTGOMERY,
PRESIDENT SECRETARY
<PAGE>
RESTRICTIVE LEGEND
ANY SALE, ASSIGNMENT, TRANSFER, PLEDGE, BEQUEST OR OTHER DISPOSITION OF
THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND SUBJECT
TO THE TERMS AND PROVISIONS OF A SHAREHOLDERS AGREEMENT, BY AND
AMONG THIS CORPORATION AND ITS SHAREHOLDERS, A COPY OF WHICH IS ON FILE
IN THE PRINCIPAL OFFICE OF THIS CORPORATION. ANY TRANSFER OF SHARES
OTHER THAN IN ACCORDANCE WITH THE TERMS OF SAID AGREEMENT SHALL BE
NULL AND VOID.
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 the applicable laws or regulations. Additional abbreviations may
also be used though not in the list.
TEN COM - as tenants in common UNIF GIFT MIN ACT.Custodian
TEN ENT - as tenants by the entireties under Uniform gifts to Minors
Act.......(State)
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
For value received, the undersigned hereby sells, assigns and transfers unto
..............................................................................
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
..........................................................
..........................................................................Shares
represented by the within Certificate, and hereby irrevocably constitutes and
appoints .................................................
.............................................. Attorney to transfer the said
shares on the books of the within-named Corporation with full power of
substitution in the premises.
Dated..............................................................
In the presence of ....................................
............................................................................
