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 FIRSTPLUS FINANCIAL GROUP, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) NEVADA 75-2561085 - -------------------------------------------------------------------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 1600 VICEROY, 8TH FLOOR, DALLAS, TEXAS 75235 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 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(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, NEW YORK STOCK EXCHANGE PAR VALUE $.01 Securities to be registered pursuant to Section 12(g) of the Act: NONE - -------------------------------------------------------------------------------- Title of Class Page 1 of 3 Pages CORPDAL:95785.1 28835-00003 ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED. The Section entitled "Description of Capital Stock" in the Registrant's Registration Statement on Form S-1 (Reg. No. 333-18497) (the "Registration Statement") is deemed to be incorporated by reference herein. ITEM 2. EXHIBITS. The securities described herein are to be registered on the New York Stock Exchange, Inc., on which no other securities of the Company are registered. Accordingly, pursuant to Part II to the Instructions as to Exhibits on Form 8-A, the following exhibits are not filed with, or incorporated by reference in, copies of this Registration Statement on Form 8-A filed with the Commission, but are filed as part of this Registration Statement on Form 8-A with the New York Stock Exchange, Inc. 1.1 Annual Report of the Company on Form 10-K for the year ended September 30, 1997. 3.1 Proxy Statement of the Company, dated February 5, 1997, for the Annual Meeting of Shareholders held March 5, 1997. 4.1 Amended and Restated Articles of Incorporation. 4.2 Amended and Restated Bylaws, as amended. 5.1 Specimen Certificate evidencing Common Stock. 6.1 1996 Annual Report of the Company submitted to the Stockholders of the Company. Page 2 of 3 Pages CORPDAL:95785.1 28835-00003 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. Dated: January 5, 1998 FIRSTPLUS FINANCIAL GROUP, INC. By: /s/Daniel T. Phillips ----------------------------------- Daniel T. Phillips Chairman of the Board and Chief Executive Officer Page 3 of 3 Pages CORPDAL:95785.1 28835-00003