SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 PRA INTERNATIONAL, INC. ----------------------- (Exact Name of Registrant as Specified in its Charter) DELAWARE 54-1820933 - - -------------------------------------------------------------------------------- (State of Incorporation or Organization) (I.R.S. Employer Identification no.) American Center, 8300 Boone Boulevard, Suite 310 Vienna, Virginia 22182 - - -------------------------------------------------------------------------------- (Address of principal executive offices) (zip code) If this Form relates to the If this Form relates to the registration of a class of debt registration of a class of debt securities and is effective upon securities and is to become effective filing pursuant to General simultaneously with the Instruction A(c)(1) please check effectiveness of a concurrent the following box. [_] 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 Which to be so Registered Each Class is to be Registered - - -------------------- ------------------------------------ None. Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 par value - - -------------------------------------------------------------------------------- (Title of Class) INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED The information required by Item 202 of Regulation S-K is included under the heading "Description of Capital Stock" in the Registrant's Registration Statement on Form S-1, filed with the Securities and Exchange Commission on October 23, 1997 (the "Registration Statement"), including any form of the prospectus contained therein filed by the Registrant pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which is incorporated herein by reference. ITEM 2. EXHIBITS 1. The Amended and Restated Certificate of Incorporation of the Registrant is incorporated herein by reference to Exhibit 3.1 to the Registration Statement. 2. The Amended and Restated By-Laws of the Registrant are incorporated herein by reference to Exhibit 3.2 to the Registration Statement. 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. PRA INTERNATIONAL, INC. By: /s/ Patrick K. Donnelly ------------------------- Executive Vice President, Chief Financial Officer and Assistant Secretary Date: October 23, 1997