As filed with the Securities and Exchange Commission on February 3, 1998 Registration No. 000-23569 ________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________ FORM 8-A/A AMENDMENT NO. 2 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 HEADLANDS MORTGAGE COMPANY -------------------------- (Exact Name of registrant as specified in its charter) California 94-2851992 ---------- ---------- (State of incorporation (I.R.S. Employer or organization) Identification No.) 1100 Larkspur Landing Circle, Suite 101 Larkspur, California 94939 -------------------- ----- (Address of principal (Zip Code) Executive Offices) If this Form relates to the If this Form relates to the registration of a class of registration of a class of securities securities pursuant to Section pursuant to Section 12(g) of the 12(b) of the Exchange Act and is Exchange Act and is effective effective pursuant to General pursuant to General Instruction A.(c) Instruction A.(c), please check the please check the following box. [X] 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 - ------------------- ------------------------------ Not applicable Not applicable Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, no par value -------------------------- (Title of class) INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED ------------------------------------------------------- The title of the stock of the Registrant being registered hereby is Common Stock, no par value ("the Common Stock"). The description of the Common Stock is contained in the Registrant's Prospectus to be filed pursuant to Rule 424(b) (in connection with its Registration Statement on Form S-1 (333-38267)) under the captions "Prospectus Summary" and "Description of Capital Stock" which description is hereby incorporated herein by reference thereto. Item 2. Exhibits -------- Instruments defining the rights of holders of the securities being registered hereunder: 3.1+ Composite Articles of Incorporation of the Registrant. 3.3+ Amended and Restated Bylaws of the Registrant. 4.3+ Specimen Common Stock Certificate ______________________________ + Incorporated by reference to the correspondingly numbered exhibit to the Registration Statement on Form S-1 (Reg. No. 333-38267), filed by the Registrant with the Securities and Exchange Commission on October 20, 1997. 2 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, thereunto duly authorized. Date: February 3, 1998 HEADLANDS MORTGAGE COMPANY By: /s/ Kristen Decker ------------------------------ Kristen Decker Senior Vice President and Controller 3 EXHIBIT INDEX Exhibit Number Page Number - -------------- ----------- 3.1+ Composite Articles of Incorporation of the Registrant. 3.3+ Amended and Restated Bylaws of the Registrant. 4.3+ Specimen Common Stock Certificate ______________________________ + Incorporated by reference to the correspondingly numbered exhibit to the Registration Statement on Form S-1 (Reg. No. 333-38267) filed by the Registrant with the Securities and Exchange Commission on October 20, 1997. HHH\HMC0128A.8AA 4