================================================================================ 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 CAREY INTERNATIONAL, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 52-1171965 - ---------------------------------------- ------------------------- (State of incorporation or organization) (I.R.S. Employer Identification No.) 4530 WISCONSIN AVENUE, N.W. WASHINGTON, D.C. 20016 ----------------------------------------------------- (Address of principal executive offices and Zip Code) If the Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [_] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the 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: Title of each class Name of each exchange on to be so registered which each class is to be registered None ------------------------------- ------------------------------------ SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: Common Stock, $.01 Par Value --------------------------------- (Title of Class) ================================================================================ ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED The description of the common stock, $.01 par value per share (the "Common Stock"), of Carey International, Inc. (the "Company") that is contained in the section of the Company's Registration Statement on Form S-1 (No. 333- 22651) entitled "Description of Capital Stock" is incorporated by reference herein. In addition, to the extent that such description is modified in the form of prospectus filed by the Company pursuant to Rule 424(b) under the Securities Act of 1933, as amended, such description as modified shall be deemed to be incorporated by reference herein. ITEM 2. EXHIBITS List below all exhibits filed as part of the registration statement: 1. The Company incorporates by reference herein the specimen stock certificate of the Common Stock filed as Exhibit 4.1 to the Company's Registration Statement on Form S-1 (No. 333-22651). 2. The Company incorporates by reference herein the Company's Certificate of Incorporation and By-laws filed as Exhibits 3.1 and 3.2, respectively, to the Company's Registration Statement on Form S-1 (No. 333-22651). 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. CAREY INTERNATIONAL, INC. Date: May 9, 1997 ------------------------------------ By: /s/ David H. Haedicke ------------------------------------ David H. Haedicke, Executive Vice President and Chief Financial Officer