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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Philip Services Corp.
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(Exact name of registrant as specified in its charter)
Ontario Not Applicable
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(Province of incorporation or organization) (I.R.S. Employer
Identification No.)
100 King Street West, P.O. BOX 2440, LCD1, Hamilton, Ontario, Canada L8N 4J6
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(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), 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), check the following box.[X]
Securities Act registration statement file number to which this form relates:
N/A
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Shares, no par value
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(Title of Class)
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EXPLANATORY NOTE
The common shares of Philip Services Corp., a company existing
under the laws of Ontario (the "Company"), are registered pursuant to Section
12(b) of the Securities Exchange Act of 1934 (the "Exchange Act"). On April 23,
1999, the Common Shares were suspended from trading by the New York Stock
Exchange (the "NYSE"), and effective January 1, 2000, the Common Shares were
delisted from the NYSE. The purpose of this Form 8-A filing is to change the
registration of the Company's common shares from being registered under Section
12(b) of the Exchange Act to a registration under Section 12(g) of the Exchange
Act.
Item 1. Description of Registrant's Securities to be Registered
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The common shares, no par value (the "Common Shares"), of
Philip Services Corp., a company existing under the laws of Ontario (the
"Company"), have the following rights, privileges, restrictions and conditions:
(i) the holders of the Common Shares shall be entitled to
receive notice of and to attend all meetings of the
shareholders of the corporation and shall have one
vote for each Common Share held at such meetings of
shareholders of the corporation;
(ii) the holders of the Common Shares shall in each year,
at the discretion of the Board of Directors, be
entitled to receive dividends when, if and as
declared by the Board of Directors; and
(iii) the holders of the Common Shares shall be entitled to
receive pro rata the remaining property of the
corporation in the event of liquidation, dissolution
or winding up of the corporation or other
distribution of the assets of the corporation among
its shareholders for the purpose of winding up its
affairs.
Item 2. Exhibits
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3.1 Articles of Amalgamation of Lincoln Waste Management Inc.
(previous name of the Registrant) dated April 15, 1991 (filed
as Exhibit 3.1 with the Company's Annual Report on Form 10-K/A
for the fiscal year ended December 31, 1997 and incorporated
herein by reference).
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3.2 Articles of Amendment of the Registrant dated June 26, 1991
(filed as Exhibit 3.2 with the Company's Annual Report on Form
10-K/A for the fiscal year ended December 31, 1997 and
incorporated herein by reference).
3.3 Articles of Amendment of the Registrant dated July 10, 1991
(filed as Exhibit 3.3 with the Company's Annual Report on Form
10-K/A for the fiscal year ended December 31, 1997 and
incorporated herein by reference).
3.4 Articles of Amendment of the Registrant dated May 22, 1997
(filed as Exhibit 3.4 with the Company's Annual Report on Form
10-K/A for the fiscal year ended December 31, 1997 and
incorporated herein by reference).
3.5 Bylaws of Lincoln Waste Management Inc. (previous name of the
Registrant) dated August 16, 1990 (filed as Exhibit 3.5 with
the Company's Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1997 and incorporated herein by reference).
4.2 Specimen of Common Stock Certificate (filed as Exhibit 4.2
with the Company's Annual Report on Form 10-K/A for the fiscal
year ended December 31, 1997 and incorporated herein by
reference).
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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, thereunto duly authorized.
PHILIP SERVICES CORP.
By: /s/ Colin Soule
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Name: Colin Soule
Title: General Counsel and Secretary
Dated: March 28, 2000
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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3.1 Articles of Amalgamation of Lincoln Waste Management Inc. (previous
name of the Registrant) dated April 15, 1991 (filed as Exhibit 3.1
with the Company's Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1997 and incorporated herein by reference).
3.2 Articles of Amendment of the Registrant dated June 26, 1991 (filed as
Exhibit 3.2 with the Company's Annual Report on Form 10-K/A for the
fiscal year ended December 31, 1997 and incorporated herein by
reference).
3.3 Articles of Amendment of the Registrant dated July 10, 1991 (filed as
Exhibit 3.3 with the Company's Annual Report on Form 10-K/A for the
fiscal year ended December 31, 1997 and incorporated herein by
reference).
3.4 Articles of Amendment of the Registrant dated May 22, 1997 (filed as
Exhibit 3.4 with the Company's Annual Report on Form 10-K/A for the
fiscal year ended December 31, 1997 and incorporated herein by
reference).
3.5 Bylaws of Lincoln Waste Management Inc. (previous name of the Regis-
trant) dated August 16, 1990 (filed as Exhibit 3.5 with the Company's
Annual Report on Form 10-K/A for the fiscal year ended December 31,
1997 and incorporated herein by reference).
4.2 Specimen of Common Stock Certificate (filed as Exhibit 4.2 with the
Company's Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1997 and incorporated herein by reference).
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