As filed with the Securities and Exchange Commission on October 30, 2000 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 MAXXIS GROUP, INC. (Exact name of Registrant as Specified in Its Charter) GEORGIA 58-22-78241 (State of incorporation or organization) (IRS Employer Identification No.) 1901 MONTREAL ROAD, SUITE 108 TUCKER, GEORGIA 30084 (Address of principal executive offices) (Zip Code) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. |_| If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. |X| Securities Act registration statement file number to which this form relates: 333-38623 Securities to be registered pursuant to Section 12(b)of the Act: None Securities to be registered pursuant to Section 12(g) of the Act: Common Stock ------------------- (Title of class) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. For information with respect to the common stock, no par value per share (the "Common Stock"), of Maxxis Group, Inc., a Georgia corporation (the "Registrant"), see the information under the captions "Description of Capital Stock" and "Dividend Policy" contained in the Registrant's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 24, 1997, as amended on January 8, 1998, March 5, 1998, May 13, 1998, June 11, 1998, and December 9, 1998 (as so amended, the "Registration Statement"). The Registration Statement is deemed to be incorporated herein by reference. ITEM 2. EXHIBITS. The following exhibits are filed as a part of the Registration Statement: Exhibit No. Description - ------- ----------- 3.1 Amended and Restated Articles of Incorporation and any Amendments thereto, (incorporated by reference to Exhibit 3.1 of Registration Statement on Form S-1, Registration No. 333-38623). 3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of Registration Statement on Form S-1, Registration No. 333-38623). 4.1 See Exhibits 3.1 and 3.2 for provisions of the Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of the Company defining rights of holders of the Company's Common Stock (incorporated herein by reference to Exhibits 3.1 and 3.2 to the Registrant's Form S-1 Registration Statement File No. 333-38623). 4.2 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1, Registration No. 333-38623). 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. MAXXIS GROUP, INC. (Registrant) By: /s/ Ivey J. Stokes --------------------------------------- Ivey J. Stokes Chief Executive Officer and President Date: October 30, 2000 EXHIBIT INDEX Exhibit No. Description - ------- ----------- 3.1 Amended and Restated Articles of Incorporation and any Amendments thereto, (incorporated by reference to Exhibit 3.1 of Registration Statement on Form S-1, Registration No. 333-38623). 3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of Registration Statement on Form S-1, Registration No. 333-38623). 4.1 See Exhibits 3.1 and 3.2 for provisions of the Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of the Company defining rights of holders of the Company's Common Stock (incorporated herein by reference to Exhibits 3.1 and 3.2 to the Registrant's Form S-1 Registration Statement File No. 333-38623). 4.2 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1, Registration No. 333-38623).