AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 24, 2011
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UNITED STATES
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
SED International Holdings, Inc. |
(Exact name of registrant as specified in its charter) |
Georgia |
| 22-2715444 | ||
(State of incorporation or organization) |
| (I.R.S. Employer | ||
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4916 North Royal Atlanta Drive, Tucker, Georgia |
| 30084 | ||
(Address of principal executive office) |
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Securities to be registered pursuant to Section 12(b) of the Act: | ||||
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Title of each class |
| Name of each exchange which | ||
Common Stock, par value $0.01 per share |
| NYSE Amex | ||
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If this form relates to the registration of a class of securities pursuant to Section 12 (b) of the Exchange Act and is effective upon filing pursuant to General Instruction A.(c), check the following box. X . |
| If this form relates to the registration of securities pursuant to Section 12(g) of the Exchange Act is effective pursuant to General Instruction A.(d), check the following box. . | ||
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Securities to be registered pursuant to Section 12(g) of the Act: NONE. | ||||
Item 1.
Description of Registrant's Securities to be Registered.
The description of common stock, par value $0.01 per share, of SED International Holdings, Inc., a Georgia corporation (the “Company”), required by this Item is contained in the Registration Statement of the Company on Form S-3, File No. 333-35069, filed with the Commission on September 5, 1997, as amended on September 19, 1997 and is incorporated herein by reference to such filing. See "Description of Capital Stock."
Item 2.
Exhibits
Exhibit Number | Description |
3.1 | Articles of Incorporation. (1) |
3.2 | Amendment to Articles of Incorporation. (2) |
3.3 | Amendment to Articles of Incorporation dated January 21, 2009. (3) |
3.4 | Bylaws. (1) |
3.5 | Article 1, Section 1.2 of the Bylaws, as amended on September 18, 2007. (4) |
3.6 | Article 1, Section 11 of the Bylaws, as amended on January 21, 2009. (3) |
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1)
Filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 1999 and incorporated herein by reference.
2)
Filed as an exhibit to the Company’s Revised Definitive Proxy Statement filed with the SEC on March 26, 2002 and incorporated herein by reference.
3)
Filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2009 and incorporated herein by reference.
4)
Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on September 19, 2007 and incorporated herein by reference.
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.
Dated:
February 24, 2011
SED INTERNATIONAL HOLDINGS, INC.
By:
/s/ JONATHAN ELSTER
Jonathan Elster
Chief Executive Officer