8-A12B 1 v046139_8a12b.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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

Crossfire Capital Corporation
(Exact name of registrant as specified in its charter)
 
 Delaware
  
 20-4641043
 (State of incorporation or organization)
  
  (I.R.S. Employer Identification No.)
 
  
 
 950 Third Avenue, Suite 2500
New York, New York 
  
 10022
 (Address of principal executive offices) 
  
 (Zip Code)
 
Securities to be registered pursuant to Section 12(b) of the Act:

Title of each Class to be so Registered
  
Name of each Exchange
on which each Class is to be Registered
 
Units, each consisting of one share of Common Stock and two Warrants
  
 
American Stock Exchange
 
Common Stock, par value $.0001 per share
  
 
American Stock Exchange
Warrants, each to purchase one share of Common Stock
  
 
American Stock Exchange

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:
 
Registration Statement¾File Number 333-133447
 
Securities to be registered pursuant to Section 12(g) of the Act:
 
None


INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant's Securities to be Registered.

The description of the Registrant's Units, Common Stock and Warrants (collectively the "Securities") to be registered hereunder is incorporated by reference from the description of the Securities contained in the Prospectus included in the Registrant's Registration Statement on Form S-1 (Commission File No. 333-133447). Additionally, this registration statement will incorporate by reference the description of the Securities contained in any prospectus or prospectus supplement related to the Securities that is subsequently filed pursuant to Rule 424(b) of the Securities Act of 1933, as amended.
 
Item 2. Exhibits

The information required by this item is incorporated by reference to the following documents:
 
1.      
Certificate of Incorporation, as filed as Exhibit 3.1 to the Registration Statement.
 
2.      
Bylaws, as filed as Exhibit 3.2 to the Registration Statement.
 
3.      
Specimen Unit Certificate, as filed as Exhibit 4.4 to the Registration Statement.
 
4.      
Specimen Common Stock Certificate, as filed as Exhibit 4.1 to the Registration Statement.
 
5.      
Warrant Agreement between American Stock Transfer and Trust Company and the Registrant, as filed as Exhibit 4.3 to the Registration Statement.
 
6.      
Specimen Warrant Certificate, as filed as Exhibit 4.2 to the Registration Statement.
 
2

SIGNATURE

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.

     
  CROSSFIRE CAPITAL CORPORATION
 
 		  
 		  
 
Date: June 28, 2006 By:   /s/ Martin Oliner
 
Name: Martin Oliner
  Title: President
3


EXHIBIT INDEX

 Number
 Description
   
 1.
Certificate of Incorporation, as filed as Exhibit 3.1 to the Registration Statement.
   
 2.
Bylaws, as filed as Exhibit 3.2 to the Registration Statement.
   
 3. 
Specimen Unit Certificate, as filed as Exhibit 4.4 to the Registration Statement.
   
 4. 
 Specimen Common Stock Certificate, as filed as Exhibit 4.1 to the Registration Statement.
   
 5.
Warrant Agreement between American Stock Transfer and Trust Company and the Registrant, as filed as Exhibit 4.3 to the Registration Statement.
   
 6. 
Specimen Warrant Certificate, as filed as Exhibit 4.2 to the Registration Statement.