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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
ATLANTIC DATA SERVICES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Massachusetts 04-2696393
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(State of Incorporation (I.R.S. Employer
or Organization) Identification no.)
One Batterymarch Park, Quincy, Massachusetts 02169
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [ ] box. [X]
Securities Act registration statement file number to
which this form relates: 333-48703
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(If applicable)
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
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None N/A
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class)
Page 1 of 3 pages. The exhibit index is located on page 2.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
A description of the Registrant's Common Stock, par value $.01 per
share, to be registered hereby is contained in the Registrant's Form S-1
Registration Statement, filed with the Securities and Exchange Commission on
March 26, 1998 (Registration No. 333-48703), as amended, pursuant to the
Securities Act of 1933, as amended (the "S-1 Registration Statement") and such
information is incorporated herein by reference.
ITEM 2. EXHIBITS
EXHIBIT NO. EXHIBIT
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1. Amended and Restated Articles of Organization of the
Registrant. (Incorporated by reference to Exhibit
3.01 to the S-1 Registration Statement.)
2. Form of Second Amended and Restated Articles of
Organization of the Registrant (to be filed on the
closing of the offering). (Incorporated by reference
to Exhibit 3.02 to the S-1 Registration Statement.)
3. Amended and Restated By-laws of the Registrant.
(Incorporated by reference to Exhibit 3.03 to the S-1
Registration Statement.)
4. Form of Second Amended and Restated By-laws of the
Registrant (to be filed on the closing of the
Offering). (Incorporated by reference to Exhibit 3.04
to the S-1 Registration Statement.)
5. Specimen Certificate representing the Common Stock.
(Incorporated by reference to Exhibit 4.01 to the S-1
Registration Statement.)
6. Shareholders' Agreement among the Company and Certain
Shareholders dated July 15, 1988, as amended November
24, 1997 (Incorporated by reference to Exhibit 10.02
to the S-1 Registration Statement.)
7. Form of Incentive Stock Option Agreement for Shares
Issued Under the Amended and Restated 1992 Incentive
Stock Option Plan (Incorporated by reference to
Exhibit 10.04 to the S-1 Registration Statement.)
8. Form of Amended and Restated Stockholders Agreement
for Shares Issued Under the Amended and Restated 1992
Incentive Stock Option Plan (Incorporated by reference
to Exhibit 10.05 to the S-1 Registration Statement.)
9. Form of Incentive Stock Option Agreement Under the
Amended and Restated 1997 Stock Plan (Incorporated by
reference to Exhibit 10.08 to the S-1 Registration
Statement.)
10. Form of Non-Qualified Stock Option Agreement Under the
Amended and Restated 1997 Stock Plan (Incorporated by
reference to Exhibit 10.09 to the S-1 Registration
Statement.)
11. Form of Stock Purchase and Restriction Agreement under
the Amended and Restated 1997 Stock Plan (Incorporated
by reference to Exhibit 10.10 to the S-1 Registration
Statement.)
12. Registration Rights Agreement dated March 25, 1998 by
and among the Company and Certain Stockholders
(Incorporated by reference to Exhibit 10.17 to the S-1
Registration Statement.)
Page 2 of 3 pages.
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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.
ATLANTIC DATA SERVICES, INC.
By: /s/ William H. Gallagher
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William H. Gallagher
President and Chief Operating Officer
Date: May 4, 1998
Page 3 of 3 pages.