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 UNITED ROAD SERVICES, INC. -------------------------- (Exact name of registrant as specified in its charter) Delaware 94-3278455 -------- ---------- (State of incorporation or organization) (IRS Employer Identification No.) 8 Automation Lane Albany, New York 12205 ----------------------- (Address of principal executive offices) (Zip Code) 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 N/A 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), please check the following box. [ ] If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective upon filing pursuant to General Instruction A.(d), please check the following box. [X] Securities Act registration statement file number to which this Form relates: 333-46925 Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 per share ---------------------------------------- (Title of Class) -1- Item 1. Description of Registrant's Securities to be Registered. ------------------------------------------------------- Information required by this item is incorporated by reference to the description of capital stock provided under the caption "Description of Capital Stock" in the Registration Statement on Form S-1 of United Road Services, Inc. (the "Company") filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (Registration No. 333-46925) (the "Registration Statement"). Certain provisions of the Company's Certificate of Incorporation and Bylaws may have the effect of discouraging unsolicited acquisition proposals or making it more difficult for a third party to gain control of the Company. Information concerning these provisions is included under the caption "Description of Capital Stock" in the Registration Statement and is incorporated herein by reference. Item 2. Exhibits. -------- 1. Registrant's Amended and Restated Certificate of Incorporation. Incorporated herein by reference to Exhibit 3.1 to the Registration Statement. 2. Registrant's Amended and Restated Bylaws. Incorporated herein by reference to Exhibit 3.2 to the Registration Statement. 3. Specimen Common Stock Certificate of registrant. Incorporated herein by reference to Exhibit 4.1 to the Registration Statement. 4. Description of the registrant's capital stock incorporated herein by reference to the description of capital stock under the caption "Description of Capital Stock" in the Registration Statement. -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: April 13, 1998 UNITED ROAD SERVICES, INC. By /s/ Edward T. Sheehan -------------------------------------- Name: Edward T. Sheehan Title: Chairman and Chief Executive Officer -3-