UNITED STATES
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
DISPATCH MANAGEMENT SERVICES CORP.
(Exact name of registrant as specified in its charter)
Delaware 13-3967426
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1981 Marcus Avenue, Suite C131
Lake Success, New York 11042
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), check the Instruction A.(d), please check
following box. [x] the following box. [ ]
Securities Act registration statement file number to which the form relates:
_________________
(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
Common Stock, $0.01 par value American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
Item 1. Description of Registrant's Securities to be Registered.
The description of the Common Stock set forth under the caption
"Description of Capital Stock" in the Current Report on Form 8-K filed with the
Securities and Exchange Commission and dated December 14, 1998 (File No. 000-
23349) is incorporated by reference in response to this item.
Item 2. Exhibits.
The Common Stock to be registered is being registered on an exchange on
which no other securities of the registrant are registered. Therefore, the
following exhibits will be filed with the copy of this registration statement to
be filed with the exchange:
3.1 Certificate of Incorporation, as amended (Certificate of
Incorporation filed with the Delaware Secretary of State on
September 5, 1997 and subsequently amended by Certificate of
Amendment of Certificate of Incorporation filed with the Delaware
Secretary of State on November 26, 1997) ( filed as Exhibit 3.1 to
the Annual Report on Form 10-K for the fiscal year ended December
31, 1997, and hereby incorporated by reference).
3.1.1 Certificate of Designations, Preferences, Related Rights,
Qualifications, Limitations and Restrictions of Series C Junior
Participating Preferred Shares (filed as Exhibit 3.1.1 to the
Current Report on Form 8-K dated December 14, 1998, File No.
000-23349, is hereby incorporated by reference).
3.2 Amended and Restated Bylaws (filed as Exhibit 3.2 to the Current
Report on Form 8-K dated December 14, 1998, File No. 000-23349, is
hereby incorporated by reference).
4.0 Rights Agreement, dated as of December 14, 1998, between Dispatch
Management Services Corp. and American Stock Transfer & Trust
Company, as Rights Agent. (filed as Exhibit 4.0 to the Current
Report on Form 8-K dated December 14, 1998, File No. 000-23349, is
hereby incorporated by reference).
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.
DISPATCH MANAGEMENT SERVICES CORP.
By: /s/ Marko Bogoievski
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Marko Bogoievski
Chief Financial Officer
Date: June 4, 1999