UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MARLIN BUSINESS SERVICES CORP.
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(Exact name of registrant specified in Charter)
PENNSYLVANIA 38-3686388
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(State of Incorporation or Organization) (IRS Employer
Identification No.)
124 GAITHER DRIVE, SUITE 170, MOUNT LAUREL, NEW JERSEY 08054
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(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:
333-108530 (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
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N/A N/A
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Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.01
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Registrant is registering shares of Common Stock, par value $0.01 per share,
pursuant to a Registration Statement on Form S-1 (File No. 333-108530) that was
originally filed with the Securities and Exchange Commission on September 5,
2003 (the "Registration Statement"). Reference is made to the section entitled
"Description of Capital Stock" in the prospectus forming a part of the
Registration Statement, and all amendments to the Registration Statement
subsequently filed with the Commission, including any prospectus relating
thereto filed subsequently pursuant to Rule 424 of the Securities Act of 1933,
as amended. Such Registration Statement and all amendments to the Registration
Statement are hereby deemed to be incorporated by reference into this
Registration Statement in accordance with the Instruction to Item 1 of this
Form.
ITEM 2. EXHIBITS.
3.1 Amended and Restated Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 filed with the
Registrant's Registration Statement on Form S-1 (File No.
333-108530)).
3.2 By-laws of the Registrant (incorporated by reference to Exhibit 3.2
filed with the Registrant's Registration Statement on Form S-1 (File
No. 333-108530)), as amended.
4.1 Registration Agreement by and among the Registrant and certain of
its shareholders (incorporated by reference to Exhibit 4.1 filed
with the Registrant's Registration Statement on Form S-1 (File No.
333-108530)), as amended.
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, thereunto duly authorized.
MARLIN BUSINESS SERVICES CORP.
Date: October 28, 2003 By: /s/ Daniel P. Dyer
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Name: Daniel P. Dyer
Title: Chairman and Chief Executive Officer