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 OVERNITE CORPORATION -------------------- (Exact name of registrant as specified in its charter) Virginia Applied for -------- ----------- (State of incorporation or organization) (IRS employer Identification no.) 1000 Semmes Avenue P.O. Box 1216 Richmond, Virginia 23218 ------------------ ----- (Address of principal executive offices) (Zip code) 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 pursuant to General Instruction A.(d), please check the following box. [X] SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES: 333-53619 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 SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common Stock, par value $.01 per share -------------------------------------- (Title of class) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. ------------------------------------------------------- A description of the Common Stock of the Registrant is set forth under the caption "Description of Capital Stock" in the Prospectus contained in the Registration Statement on Form S-1 (Registration No. 333-53169), as initially filed with the Securities and Exchange Commission on May 20, 1998, and as amended on June 26, 1998 (as so amended, the "Registration Statement"). Such portion of the Registration Statement is hereby incorporated by reference. Item 2. EXHIBITS. -------- 1 . Articles of Incorporation of the Registrant, which are incorporated by reference to Exhibit 3.1 to the Registration Statement. 2. Bylaws of the Registrant, which are incorporated by reference to Exhibit 3.2 to the Registration Statement. 3 Specimen of Common Stock Certificate of the Registrant, which is incorporated by reference to Exhibit 4.1 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. OVERNITE CORPORATION (Registrant) By: /s/ Gordon S. Mackenzie -------------------------- Gordon S. Mackenzie Operations and Director Dated: July 2, 1998 2