U.S. 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
HEADWAY CORPORATE RESOURCES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2134871
(State of other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
850 Third Avenue, New York, New York 10022
(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
Common Stock, par value $0.0001 American Stock Exchange
per share
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.
[X]
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. [ ]
Securities Act registration statement file number to which this
Form relates:________________.
Securities to be registered pursuant to Section 12(g) of the Act:
None.
Item 1. Description Of Registrant's Securities To Be Registered.
Common Stock
The charter of Headway Corporate Resources, Inc. (the
"Company") authorizes 20,000,000 shares of common stock, par
value $0.0001 per share ("Common Stock") The holders of the
Common Stock are entitled to one vote for each share on all
matters voted upon by stockholders, including the election of
directors.
The Company's Charter provides for a Board of Directors of
three classes, which are elected and serve for staggered three-
year terms. The foregoing provision of the Charter could have
the effect of discouraging takeover proposals and delaying or
preventing a change in control of the Company not approved by the
Board of Directors.
The Company has outstanding 1,000 shares of Series F
Convertible Preferred Stock. Holders of the Company's Series F
Convertible Preferred Stock have the right to elect one member of
the Board of Directors, elect one-third of the Board of Directors
so long as a default in dividend payments exists and is
continuing, and approve certain corporate transactions and
activities, including, acquisitions in excess of specified
limits, sales of substantial assets or subsidiaries, implementing
additional debt facilities in excess of specified limits, sales
of Company securities in certain circumstances, amending the
Company's charter documents, effecting or permitting a sale of
the Company, issuing stock options and similar incentive
arrangements involving the Company's securities, and other
matters.
Subject to the rights of any then outstanding shares of
preferred stock, the holders of Common Stock are entitled to such
dividends as may be declared in the discretion of the Board of
Directors out of funds legally available therefor. Holders of
Common Stock are entitled to share ratably in the net assets of
the Company upon any liquidation after payment or provision for
all liabilities and any preferential liquidation rights of any
preferred stock then outstanding. The holders of Common Stock
have no preemptive rights to purchase shares of stock of the
Company. Shares of Common Stock are not subject to any
redemption provisions and are not convertible into any other
securities of the Company. All outstanding shares of Common
Stock are fully paid and nonassessable.
Item 2. Exhibits.
Not Applicable.
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Signatures
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.
Headway Corporate Resources, Inc.
Date: July 31, 2000 By: /s/ Barry S. Roseman
President and Chief Operating Officer
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