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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
Commission file number 0-22645
LAMALIE ASSOCIATES, INC.
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(Exact name of registrant as specified in its charter)
Florida 59-2776441
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(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
200 Park Avenue New York, New York 10166-0136
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(Address of principal executive offices) (Zip code)
(212) 953-7900
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(Registrant's telephone number)
If this Form relates to the registration If this Form relates to the registration
of a class of securities pursuant to of a class of securities pursuant to
Section 12(b) of the Exchange Act and Section 12(g) of the Exchange Act and
is effective pursuant to General is effective pursuant to General
Instruction A.(c), please check the Instruction A.(c), please check the
following box. [ ] following box. [X]
Securities Act registration statement file number to which this
form relates:
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(If applicable)
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:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Preferred Stock Purchase Rights None
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
The Company's Board of Directors has declared a dividend distribution of
one preferred stock purchase right (a "Right") for each share of Common Stock
of the Company ("Common Stock"), par value $.01 per share, outstanding at the
close of business on November 16, 1998 (the "Record Date"), pursuant to the
terms of a Stockholder Rights Agreement (the "Rights Agreement") dated as of
November 6, 1998, between the Company and ChaseMellon Shareholder Services,
L.L.C. as Rights Agent. Subject to specified exceptions and limitations, shares
of Common Stock issued or delivered after the Record Date also will be entitled
to and accompanied by Rights. The Rights are in all respects subject to and
governed by the provisions of the Rights Agreement, a copy of which (including
all exhibits thereto) is filed as Exhibit 1 hereto and incorporated herein by
this reference. A summary description of the Rights is set forth in Exhibit C
to the Rights Agreement.
ITEM 2. EXHIBITS.
The Exhibits to this report are listed in the Index to Exhibits set forth
elsewhere herein.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
LAMALIE ASSOCIATES, INC.
Date: November 6, 1998 By: /s/ Philip R. Albright
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INDEX TO EXHIBITS
Exhibit
Number Description
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1 Stockholder Rights Agreement (including a Form of Articles of
Amendment of the Registrant's Articles of Incorporation to
authorize shares of Series A Junior Participating Preferred
Stock pursuant to the Stockholder Rights Agreement as Exhibit
A thereto, a Form of Right Certificate as Exhibit B thereto,
and a Summary of Stockholder Rights Agreement as Exhibit C
thereto)
2 Press release, dated November 6, 1998, announcing the
Stockholder Rights Agreement and dividend distribution of the
Rights thereunder
3 Form of letter to stockholders, to be dated November 16, 1998,
announcing the Stockholder Rights Agreement and dividend
distribution of the Rights thereunder
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