AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 12, 2006
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Universal Power Group, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Texas 75-1288690
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
1720 Hayden Road
Carrollton, Texas 75006
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section 12 securities pursuant to Section
(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective upon filing pursuant to effective pursuant to General
General Instruction A.(c), please Instruction A.(d), please check the
check the following box. /_/ following box. /_/
Securities Act registration statement file number to which this form
relates: 333-137265
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
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Common Stock, par value $0.01 per share American Stock Exchange
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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 securities required by this Item is contained in the
Registration Statement of the Registrant on Form S-1, File No. 333-137265, filed
with the Commission on September 12, 2006, as subsequently amended on September
14, 2006, October 26, 2006, November 30, 2006 (the "Registration Statement") and
as may be further amended subsequent to the date hereof will also be contained
in a prospectus to be filed by the Registrant pursuant to Rule 424(b) of the
Securities Act of 1933 (the "Final Prospectus"). See "Description of Securities"
in the Registration Statement and the Final Prospectus. The description of the
securities set forth in the Registration Statement and in the Final Prospectus
is incorporated herein by reference to such filings.
ITEM 2. EXHIBITS
The following exhibits required to be filed by this item are either
filed herewith or, pursuant to Rule 12b-32 of the Act, incorporated herein by
reference to the exhibits filed by the registrant with the Registration
Statement:
1. Specimen copy of the Common Stock Certificate (Exhibit 4.1 to the
Registration Statement).
2. Form of Representatives' Warrant (Exhibit 4.2 to the Registration
Statement).
3. Amended and Restated Certificate of Formation, including Amended and
Restated Articles of Incorporation (Exhibit 3.1 to the Registration
Statement).
4. Amended and Restated Bylaws (Exhibit 3.2 to the Registration
Statement).
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: December 12, 2006
UNIVERSAL POWER GROUP, INC.
By: /s/ RANDY HARDIN
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Randy Hardin,
Chief Executive Officer
EXHIBIT INDEX
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No. Description
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1. Specimen copy of the Common Stock Certificate (Exhibit 4.1 to the
Registration Statement).
2. Form of Representatives' Warrant (Exhibit 4.2 to the Registration
Statement).
3. Amended and Restated Certificate of Formation, including Amended and
Restated Articles of Incorporation (Exhibit 3.1 to the Registration
Statement)
4. Amended and Restated Bylaws (Exhibit 3.2 to the Registration
Statement).