UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
HALLMARK FINANCIAL SERVICES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Nevada 87-0447375
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(State or Other Jurisdiction of (IRS Employer
Incorporation) Identification No.)
777 Main Street, Suite 1000, Fort Worth, Texas 76102
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(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
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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 $0.03 per share American Stock Exchange
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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), check the following box. [x]
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), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: N/A (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act: None.
Item 1. Description of Registrant's Securities to be Registered.
The Registrant's authorized capital stock consists of 100,000,000
shares of common stock, $0.03 par value per share (the "Common Stock").
Holders of the Common Stock are entitled to one vote per share held of
record on all matters submitted to a vote of shareholders. Cumulative
voting for the election of directors is prohibited. The Board of Directors
of Registrant is not classified. The Articles of Incorporation of the
Registrant may be amended upon the affirmative vote of a majority of the
shares of Common Stock entitled to vote on such amendment.
Holders of the Common Stock are entitled to receive such dividends as
the Board of Directors, in its discretion, may declare from time to time out
of funds legally available therefor. In the event of any liquidation,
dissolution or winding-up of Registrant's affairs, the holders of Common
Stock are entitled to receive the distribution of any assets remaining after
payment of all of Registrant's debts and liabilities.
Holders of the Common Stock have no conversion, preemptive or other
subscription rights and there are no redemption rights or sinking fund
provisions with respect to the Common Stock. All outstanding shares of the
Common Stock are fully paid and non-assessable.
Item 2. Exhibits
None.
SIGNATURES
Pursuant to the requirements of Section 12 the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned thereunto duly authorized.
HALLMARK FINANCIAL SERVICES, INC.
Date: August 9, 2005 By: /s/ Mark J. Morrison
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Mark J. Morrison, Chief Operating Officer
and Chief Financial Officer