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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MAY & SPEH, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 36-2992650
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
1501 Opus Place, Downers Grove, Illinois 60515
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
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If this form relates to the registration of debt securities and is effective
pursuant to General Instruction A.(c)(1), 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), check the following box. [X]
Securities Act registration statement file number to which this form relates:
333-46547
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Securities to be registered pursuant to Section 12(g) of the Act:
Convertible Subordinated Notes due 2003
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered
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This Registration Statement relates to the Convertible Subordinated Notes
due 2003 proposed to be issued by May & Speh, Inc. (the "Company"). The
information set forth under the heading "Description of Notes" in the Company's
Registration Statement on Form S-3 (File No. 333-46547) (the "Form S-3") is
incorporated herein by reference.
Item 2. Exhibits
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1. Form of Indenture (incorporated by reference to Exhibit 4.1 to
the Form S-3)
2. Form of Notes (incorporated by reference to Exhibit 4.2 to the
Form S-3)
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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.
Date: March 11, 1998 MAY & SPEH, INC.
By: /s/ ERIC M. LOUGHMILLER
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Eric M. Loughmiller
Executive Vice President, Chief
Financial Officer and Secretary
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FREEBORN & PETERS
311 South Wacker Drive, Suite 3000
Chicago, Illinois 60606-6677
312-360-6000
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: May & Speh, Inc. (the "Company")
Registration Statement on Form 8-A relating to
Convertible Subordinated Notes due 2003
Ladies and Gentlemen:
On behalf of the Company, we are submitting herewith for filing with the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), the Company's Registration Statement on Form 8-A
relating to the Company's Convertible Subordinated Notes due 2003 (the "Notes")
for the purpose of registering the Notes under Section 12(g) of the Exchange
Act.
Please contact the undersigned at 312-360-6551 with any questions you may
have with respect to this filing.
Very truly yours,
/s/ Robert A. McWilliams
Robert A. McWilliams
Enclosure
cc: Jeffrey W. Epstein
Securities and Exchange Commission
Mail Stop 7-5, Room 7076
Edward Newhurtz
The Nasdaq Stock Market
