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
COMPLETE MANAGEMENT, INC.
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(Exact name of registrant as specified in its charter)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [ ]
New York 11-3149119
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
254 West 31st Street, New York, New York 10001
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(Address of principal executive office) (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
Convertible Subordinated American Stock Exchange
Debentures Due 2003
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Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The description of securities required by this Item is contained in the
registration statement of the Registrant on Form S-1, File No. 333-15531, filed
with the Securities and Exchange Commission on November 5, 1996, and is
incorporated herein by reference to such filing. See "Description of
Debentures."
Item 2. Exhibits
The following exhibits required to be filed by this item are either filed
herewith, or, pursuant to Rule 12b-32 of the Act, incorporated herein by
reference to the exhibits filed by the registrant with its registration
statements:
(a) Specimen copy of the Common Stock Certificate (Exhibit 4.1 to the
Registration Statement on Form S-1 No. 33-97894).
(b) Specimen copy of the Debenture Certificate for the Convertible
Subordinated Debentures Due 2003 (the "Debentures"). (Exhibit 4.4 to
the Registration Statement on Form S-1, No. 333-15531).
(c) Specimen copy of the Debenture Certificate for the Convertible
Subordinated Debentures due August 15, 2003 ("First Series
Debentures"). (Exhibit 4.4 to the Registration Statement on Form S-1
No. 333-4262).
(d) Copies of all constituent instruments defining the rights of the
holders of the Debentures, the First Series Debentures and the Common
Stock:
(i) Certificate of Incorporation (Exhibit 3.1 to the Registration
Statement on Form S-1 No. 33-97894);
(ii) Certificate of Amendment to the Certificate of Incorporation
(Exhibit 3.2 to the Registration Statement on Form S-1 No.
33-97894);
(iii) By-Laws (Exhibit 3.3 to the Registration Statement on Form S-1
No. 33-97894);
(iv) Shareholders Agreement among Steven Rabinovici, Lawrence W.
Shields, Marie Graziosi, David Jacaruso and Dennis Shields
(Exhibit 10.1 to the Registration Statement on Form S-1 No.
33-97894);
(v) Form of Indenture (covering the Debentures). (Exhibit 4.3 to the
Registration Statement on Form S-1, File No. 333-15531);
(vi) Indenture (covering the First Series Debentures). (Exhibit 4.5 to
the Registration Statement on Form S-1 No. 333-15531).
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.
Dated: December 4, 1996
COMPLETE MANAGEMENT, INC.
By: /s/ Steven Rabinovici
Steven Rabinovici,
Chairman and Chief Executive Officer
