UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
20549
FORM
8-A/A
For
Registration of Certain Classes of Securities
Pursuant to Section 12(b)
or 12(g) of the
Securities Exchange Act of 1934
GENERAL
FINANCE CORPORATION
(Exact name of registrant as specified
in its charter)
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Delaware
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32-0163571
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(State
of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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39
East Union Street
Pasadena,
California
(Address of
principal executive offices)
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91103
(Zip
Code)
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Title
of Each Class
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Name
of Each Exchange on Which
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to
be so Registered
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Each
Class is to be Registered
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Common
Stock
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The
NASDAQ Stock Market LLC
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Warrants
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The
NASDAQ Stock Market LLC
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Units
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The
NASDAQ Stock Market LLC
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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
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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.
o
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Securities
Act
registration statement file number to which this form relates: _____________
(if
applicable)
Securities
to
be registered pursuant to Section 12(b) of the Act:
Securities
to
be registered pursuant to Section 12(g) of the Act:
(Title
of
Class)
(Title
of
Class)
Item 1.
Description of Registrant’s Securities to be Registered.
The
information called for in this Item 1 is incorporated by reference from
“DESCRIPTION OF SECURITIES” beginning on page 55 of the Registrant’s
Post-Effective Amendment No. 3 to Form S-1, (Registration No.
333-129830
)
declared effective by the Securities and Exchange Commission on March 31,
2008.
Item 2.
Exhibits.
None
required pursuant to the Instruction to Item 2 of Form 8/A.
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.
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GENERAL FINANCE CORPORATION
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Date: September 29, 2008
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By:
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/s/
Christopher A. Wilson
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Christopher A. Wilson, Vice President,
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General Counsel and Secretery
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INSTRUCTIONS AS TO
EXHIBITS
If
the securities to be registered on this form are to be registered
on an exchange on which other securities of the registrant are registered,
or
are to be registered pursuant to Section 12(g) of the Act, copies of all
constituent instruments defining the rights of the holders of each class
of such
securities, including any contracts or other documents which limit or qualify
the rights of such holders, shall be filed as exhibits with each copy of
the
registration statement filed with the Commission or with an exchange, subject
to
Rule 12b-32 regarding incorporation of exhibits by reference.