1 FORM 8-A ---------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------------------------- For registration of certian classes of securities pursuant to section 12(b) or (g) of the Securities Exchange Act of 1934. RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC. (Exact name of registrant as specified in its charter) Texas 75-2533518 (State of incorporation or organization) (I.R.S. Employer Identification No.) Suite 210, L.B. 59, 8080 N. Central Expwy. Dallas, Texas 75206 (Address of principle 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 registered each class is to be registered ---------------- ------------------------------ N/A N/A Securities to be registered pursuant to Section 12(g) of the Act: COMMON STOCK (Title of class) --------------------------------------------------------------------------- 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. [ ] [Added in Release No. 34-34922 (85,450), effective December 7, 1994, 59 F.R. 55342.] 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. [ ] [Added in Release No. 34-34922 (85,450), effective December 7, 1994, 59 F.R. 55342.] 2 ITEM 1. Description of Registrant's Securities to be Registered: ------------------------------------------------------- Incorporated by reference from Form N-2 as filed with the Securities and Exchange Commission on February 25, 1994 (Registration No. 33-75758). ITEM 2. Exhibits. -------- I. Incorporated by reference from From N-2 as filed with the Securities and Exchange Commission and has been forwarded to the NASDAQ Stock Exchange. II.1. Pursuant to this rule, copies of the 1995 Annual Report on Form 10K was filed with the Securities & Exchange Commission on EDGAR on April 1, 1996 (accession no. 0000919567-96-000009) and has been forwarded to the NASDAQ. II.2. Copies of the following quarterly reports were filed with the SEC: 3/31/95 Form 10Q filed on 5/22/95; 6/30/95 Form 10Q filed on 8/14/95; and 9/30/95 Form 10Q filed on 11/14/95 and have all been forwarded to the NASDAQ. II.3. Copies of the latest definitive proxy statement which was filed with the SEC on April 3, 1996 (acession number 0000919567-96-00001) are being forwarded to the NASDAQ. II.4. Copies of the charter and bylaws pursuant to this rule are incorporated in Form N-2. II.5. A Specimen or copies of each security to be registered is being forwarded to NASDAQ. II.6. Copies of the 1995 Annual Report submitted to stockholders are being forwarded to NASDAQ. 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. Renaissance Capital Growth & Income Fund III, Inc. (Registrant) By: /s/ Vance M. Arnold ------------------------------ Vance M. Arnold Executive Vice President Renaissance Capital Group, Inc.