SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-A Pursuant to Section 12(b) or 12(g) of The Securities Exchange Act of 1934 TREMONT ADVISERS, INC. (Name of small business issuer in its charter) Delaware 06-1210532 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 555 Theodore Fremd Avenue, Rye, New York 10580 (Address of Principal Executive Offices) (Zip Code) If this form relates to the registration of a If this form relates to the registration of a class of securities pursuant to Section 12(b) class of securities pursuant to of the Exchange Act and is effective Section 12(g) of the Exchange Act and is pursuant to General Instruction A.(c), please effective pursuant to General Instruction check the following box. [ ] A.(d), please check the following box. [X] Securities Act registration statement file numbers to which this form relates: 33-81438 33-89966 (If applicable) 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 None Not Applicable Securities to be registered pursuant to Section 12(g) of the Act: Class B Common Stock (Title of Class) 1 Item 1. Description of Registrant's Securities to be Registered Voting Rights: The holders of the Tremont Advisers, Inc. (the "Company") Class B Common Stock, $.01 par value per share, are entitled to one vote for each share held of record. Liquidation Rights: Upon liquidation, dissolution or winding up of the Company, before any distribution in respect of the Class B Common Stock, the holders of the Company's Class A Common Stock are entitled to receive an amount equal to the aggregate liquidation preference of $0.40 per share. The holders of the Class B Common Stock are then entitled to receive $0.40 per share. The remaining assets of the Company shall then distributed in equal amounts per share. Pre-Emptive Rights: Neither the holders of Class A Common Stock nor the holders of Class B Common Stock have any pre-emptive rights. Dividend Rights: Following the preferences distribution of dividends to holders of the outstanding shares of Preferred Stock, the record holders of shares of Class A Common Stock and Class B Common Stock are entitled to receive such dividends and distributions, payable in cash or otherwise, as may be declared thereon by the Board of Directors from time to time out of the assets or funds of the Corporation legally available therefor; provided, however, that no such dividend or distribution shall be delcared or paid unless the holders of both classes receive the same per share dividend, payable in the same amount and type of consideration, as if such classes constituted a single class, except that in the event that any dividend is declared that is payable in shares of Class A Common Stock or Class B Common Stock, such dividend shall be declared and paid at the same rate per share with respect to the Class A Common Stock and the Class B Common Stock, and the dividends payable on the shares of the Class A Common Stock shall be payable only in shares of Class A Common Stock and the dividend payable on the shares of Class B Common Stock shall be payable only in shares of Class B Common Stock. Exhibits 3.1 Restated Certificate of Incorporation of the Company (incorporated herein by reference to the Company's Registration Statement on Form S-1 filed with the Commission on December 16, 1991) 3.3 Amendment to the Certificate of Incorporation of the Company, dated December 23, 1993 (incorporated herein by reference to the Company's Form 10-K filed with the Commission on March 29, 1994) 3.4 Amendment to the Certificate of Incorporation of the Company (incorporated herein by reference to the Company's Form 10-KSB filed with the Commission on March 19, 1999) 2 SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TREMONT ADVISERS, INC. (Registrant) By: /s/ Stephen T. Clayton ----------------------- Stephen T. Clayton Chief Financial Officer Dated: August 18, 1999 3 EXHIBIT INDEX ================================================================================ Page No. 3.1 Restated Certificate of Incorporation of the Company - - (incorporated herein by reference to the Company's Registration Statement on Form S-1 filed with the Commission on December 16, 1991) 3.3 Amendment to the Certificate of Incorporation - - of the Company, dated December 23, 1993 (incorporated herein by reference to the Company's Form 10-K filed with the Commission on March 29, 1994) 3.4 Amendment to the Certificate of Incorporation of - - the Company (incorporated herein by reference to the Company's Form 10-KSB filed with the Commission on March 19, 1999) ================================================================================