U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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CTC COSMETICS HOLDINGS COMPANY, INC.
(Name of registrant as specified in its charter)
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Delaware 87-0415594
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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No. 80 Liu Tuang Rd., Pudong
Shanghai, China
(021)525-30574
(Address and telephone number of Registrant's principal
executive offices and principal place of business)
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COPIES TO:
Iwona J. Alami, Esq.
Law Offices of Iwona J. Alami
120 Newport Center Dr., Suite 200
Newport Beach, CA 92660
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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, par value $.004 per share
Item 1. Description of Registrant's Securities to be Registered.
The terms of the securities prepared in compliance with Item 202 or
Regulation S-B set forth beneath the captions "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources," "Description of Securities," "Underwriting," and "Legal
Matters" in the prospectus filed by CTC Cosmetics Holdings Company, Inc.
under its former name The Westwind Group (the "Registrant") with the
Securities and Exchange Commission as part of the Registrant's Registration
Statement on Form S-18, Registration No. 33-23884-LA (the "Registration
Statement") are hereby incorporated by reference.
Item 2. Exhibits.
Pursuant to "Instructions As to Exhibits" accompanying Form 8-A,
Exhibit I-1 is attached hereto and I-2 is incorporated herein by reference
from the Registration Statement. Exhibits II-1 through II-6 are not
required to be filed with, or incorporated by reference in, this Form 8-A
filed with the Commission; however, to the extent such exhibits exist, they
have been filed as exhibits to the Registration Statement.
Exhibit Number Description
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I-1 - Specimen certificate for Common Stock of the Company.
I-2 - By-laws of the Company
II-1 - The Registration Statement
II-2 - Not applicable
II-3 - Not applicable
II-4.1 - Certificate of Incorporation of the Company.
II-4.2 - By-laws of the Company
II-5 - See Exhibit I-1 filed hereto.
II-6 - Not applicable
SIGNATURES
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, in the
City of Shanghai, China, on July 7, 1997.
CTC COSMETICS HOLDINGS COMPANY, INC.
By: /s/ Paul K.W. Tso
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Paul K.W. Tso
Chairman and Chief Executive Officer
SPECIMEN OF STOCK CERTIFICATE
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INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT
CUSIP NO. 126421 10 6
NUMBER SHARES
CTC Cosmetics
Holdings Company, Inc.
AUTHORIZED COMMON STOCK: 50,000,000 SHARES
PAR VALUE: $.004
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
-- Shares of CTC Cosmetics Holdings Company, Inc. common stock --
transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This
Certificate is not valid until countersigned by the Transfer Agent and
registered by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
"PICTURE OF
- ---------------------- SEAL" ------------------
Secretary Chairman