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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A-1
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Synthesis Energy Systems, Inc.
 
(Exact name of registrant as specified in its charter)
     
Delaware   20-2110031
 
(State of incorporation or organization)   (I.R.S. Employer Identification No.)
     
6330 West Loop South, Suite 300, Houston, Texas   77401
 
(Address of principal executive offices)   (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
     
    Name of each exchange on which
Title of each class to be so registered   each class is to be registered
Common stock, par value per $.01 share   The NASDAQ Stock Market LLC
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. þ
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
Securities Act registration statement file number which this form relates: 333-140367
Securities to be registered pursuant to Section 12(g) of the Act:
None
 
(Title of class)
 
 

 


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Item 1. Description of Registrant’s Securities to be Registered
Item 2. Exhibits
SIGNATURES
INDEX TO EXHIBITS


Table of Contents

     This Amendment No. 1 amends the Form 8-A filed on June 6, 2007 (the “Form 8-A”) by Synthesis Energy Systems, Inc., a Delaware corporation (the “Company”). This amendment is being filed to amend the name of the exchange on the cover page of the Form 8-A.
Item 1. Description of Registrant’s Securities to be Registered.
     The information required by this Item 1 is set forth under the caption “Description of Common Stock” in the Registrant’s registration statement on Form SB-2 as filed with the Securities and Exchange Commission (the “SEC”) on January 31, 2007, Registration No. 333-140367 (the “Registration Statement”), as amended pursuant to Amendment No. 1 and Amendment No. 2 to the Registration Statement as filed with the SEC on March 30, 2007, Amendment No. 3 to the Registration Statement as filed with the SEC on May 1, 2007, Amendment No. 4 to the Registration Statement as filed with the SEC on May 23, 2007 and Amendment No. 5 to the Registration Statement as filed with the SEC on June 6, 2007, and as may hereafter be amended, covering the resale of shares of the class of securities to be registered hereby, which description is incorporated herein by reference. In addition, any description under the caption “Description of Common Stock” in a form of prospectus subsequently filed by the Registrant pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating to the Registration Statement, as amended, shall be deemed to be incorporated herein by reference.
Item 2. Exhibits.
3.1   Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement (Registration No. 333-140367) on Form SB-2 filed on January 31, 2007).
 
3.2   Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the Company’s Registration Statement (Registration No. 333-140367) on Form SB-2 filed on March 31, 2007)
 
4.1   Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement (Registration No. 333-140367) on Form SB-2 filed on January 31, 2007).

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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  SYNTHESIS ENERGY SYSTEMS, INC.
 
 
  By:         /s/ Timothy E. Vail    
          Timothy E. Vail   
          President & Chief Executive Officer   
 
Dated: June 26, 2007

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INDEX TO EXHIBITS
     
Exhibit   Description of Exhibit
 
   
3.1
  Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement (Registration No. 333-140367) on Form SB-2 filed on January 31, 2007).
 
   
3.2
  Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the Company’s Registration Statement (Registration No. 333-140367) on Form SB-2 filed on March 31, 2007)
 
   
4.1
  Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement (Registration No. 333-140367) on Form SB-2 filed on January 31, 2007).

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