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
EUROPEAN MICRO HOLDINGS, INC.
-----------------------------
(Exact Name of Registrant as Specified in its Charter)
NEVADA 65-0803752
------ ----------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
6073 N.W. 167TH STREET, UNIT C-25
MIAMI, FLORIDA 33015
--------------------
(Address of Principal Executive Offices)
Copies to:
Clayton E. Parker, Esq.
Troy J. Rillo, Esq.
Kirkpatrick & Lockhart LLP
201 S. Biscayne Boulevard, Suite 2000
Miami, Florida 33131
(305) 539-3300
If this form relates to the registration If this form relates to the registration
of a class of securities pursuant to of a class of securities pursuant to
Section 12(b) of the Exchange Act and is Section 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box. [ ] following box. [ X ]
Securities Act registration statement file number to which this form relates:
333-48756
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
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
-------------------------------------------------------
This information is incorporated by reference to the Registrant's
Registration Statement on Form S-1 (File No. 333-48756), filed with the
Securities and Exchange Commission on October 27, 2000, as amended (the
"REGISTRATION STATEMENT"), in the section entitled "Description of Capital
Stock."
ITEM 2. EXHIBITS.
The following exhibits are filed as part of this Form 8-A.
EXHIBIT
NO. DESCRIPTION LOCATION
- --- ----------- --------
3.01 Articles of Incorporation Incorporated by reference to
Exhibit No. 3.01 to
Registrant's Registration
Statement (the "Registration
Statement") on Form S-1
(Registration Number
333-44393).
3.02 Certificate of Amendment of Incorporated by reference to
Articles of Incorporation Exhibit 3.02 to
Registrant's Form 10-Q for the
quarter ended March 31, 1998.
3.03 Bylaws Incorporated by reference to
Exhibit No. 3.02 to the
Registration Statement.
4.01 Form of Stock Certificate Incorporated by reference to
Exhibit No. 4.01 to the
Registration Statement.
5.01 Opinion re: Legality Incorporated by reference to
Exhibit 5.01 to the
Registration Statement on
Form S-1 filed with the SEC
on October 27, 2000.
10.01 Equity Line of Credit Agreement Incorporated by reference to
dated as of August 24, 2000, Exhibit 10.34 to
between the Company and Spinneret Registrant's Form 10-K for
Financial System, Ltd. the year ended June 30, 2000.
10.02 Registration Rights Agreement Incorporated by reference to
dated as of August 24, 2000, Exhibit 10.35 to
between the Company and Spinneret Registrant's Form 10-K for
Financial System, Ltd. the year ended June 30, 2000.
10.03 Warrant to Purchase Common Stock Incorporated by reference to
dated as of August 24, 2000, given Exhibit 10.36 to
by the Company to Spinneret Registrant's Form 10-K for
Financial System, Ltd. the year ended June 30, 2000.
10.04 Warrant to Purchase Common Stock Incorporated by reference to
dated as of August 24, 2000, given Exhibit 10.37 to
by the Company to the May Davis Registrant's Form 10-K for
Group, Inc. the year ended June 30, 2000.
10.05 Registration Rights Agreement Incorporated by reference to
dated as of August 24, 2000, Exhibit 10.38 to
between the Company and the May Registrant's Form 10-K for
Davis Group, Inc. the year ended June 30, 2000.
10.06 Placement Agent Agreement dated as Incorporated by reference to
of August 24, 2000, between the Exhibit 10.39 to
Company and the May Davis Group, Registrant's Form 10-K for
Inc. the year ended June 30, 2000.
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.
EUROPEAN MICRO HOLDINGS, INC.
November 29, 2000 By: /s/ John B. Gallagher
------------------------------
John B. Gallagher, Co-President