SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Uniforce Services, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) New York 13-1996648 - -------------------------------------------------------------------------------- (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 415 Crossways Park Drive, Woodbury, New York 11797 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) If this Form relates to the registration If this Form relates to the of a class of debt securities and is registration of a class of debt effective upon filing pursuant to securities and is effective General Instruction A(c)(1), please simultaneously with the check the following box. / / effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2), please check the following box. / / Securities to be registered pursuant to Section 12(b) of the Act: Common Stock, par value $.01 per share Securities to be registered pursuant to Section 12(g) of the Act: None. - -------------------------------------------------------------------------------- (Title of Class) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The Company is authorized to issue 10,000,000 shares of Common Stock, par value $.01 per share (the "Common Stock"). Holders of Common Stock are entitled to one vote per share. The Common Stock does not have cumulative voting rights. Holders of Common Stock are entitled to share equally on a per share basis in such dividends as may be declared by the Company's Board of Directors out of funds legally available therefor or in the event of any distribution of capital assets, whether voluntary or involuntary, after payment of, or provision for, all debts and other liabilities. All shares of Common Stock now outstanding are fully paid and non-assessable. No holder of Common Stock has any pre-emptive or preferential right to purchase or subscribe for any shares of Common Stock. Item 2. Exhibits. Exhibit 3.1 Certificate of Incorporation of the Registrant.(1) 3.2 Form of Certificate of Amendment of Certificate of Incorporation.(2) 3.3 By-laws of the Registrant, as amended through March 10, 1987.(2) 4.1 Specimen Common Stock Certificate.(2) - ------------- (1) Incorporated by reference to Exhibit 3(f) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995. (2) Filed herewith. -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. Dated: June 20, 1997 Uniforce Services, Inc. By:/s/ Harry V. Maccarrone ----------------------------------- Harry V. Maccarrone, Vice President Finance -3-