U.S. 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 (g) OF THE SECURITIES EXCHANGE ACT OF 1934 _____________________ CTC COSMETICS HOLDINGS COMPANY, INC. (Name of registrant as specified in its charter) _____________________ Delaware 87-0415594 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) _____________________ 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) _____________________ COPIES TO: Iwona J. Alami, Esq. Law Offices of Iwona J. Alami 120 Newport Center Dr., Suite 200 Newport Beach, CA 92660 ____________________ 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 - -------------- ----------- 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 ------------------------------- Paul K.W. Tso Chairman and Chief Executive Officer SPECIMEN OF STOCK CERTIFICATE - --------------------------------------------------------------------------- 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