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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
ELECTRONIC DATA SYSTEMS HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 75-2548221
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
5400 LEGACY DRIVE
PLANO, TEXAS 75024-3105
(Address of principal executive offices, including 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 NEW YORK STOCK EXCHANGE
$0.01 PER SHARE
SERIES A JUNIOR PARTICIPATING PREFERRED NEW YORK STOCK EXCHANGE
STOCK PURCHASE RIGHTS
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. [_]
Securities to be registered pursuant to Section 12(g) of the Act: None
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The classes of securities to be registered hereby are the common stock, par
value $0.01 per share (the "Common Stock"), of Electronic Data Systems Holding
Corporation (the "Registrant"), and the attached Series A Junior Participating
Preferred Stock purchase rights (the "Rights"). A description of the Common
Stock and attached Rights is set forth under the caption "EDS Capital Stock"
beginning on page 134 in the Solicitation Statement/Prospectus contained in the
Registrant's Registration Statement on Form S-4 (Commission File No. 333-02543)
filed with the Securities and Exchange Commission (the "Commission"), which
description is incorporated herein by reference.
The Registrant has filed an application to list the Common Stock and
attached Rights on the New York Stock Exchange, which application has been
granted pending notice of issuance.
ITEM 2. EXHIBITS.*
1. The Registrant's Registration Statement on Form S-4 (Commission File
No. 333-02543).
2. Restated Certificate of Incorporation of the Registrant (incorporated
herein by reference to Exhibit 3(a) to the Registrant's Registration
Statement on Form S-4 filed with the Commission (Commission File No.
333-02543)).
3. Amended and Restated Bylaws of the Registrant (incorporated herein by
reference to Exhibit 3(b) to the Registrant's Registration Statement on
Form S-4 filed with the Commission (Commission File No. 333-02543)).
4. Rights Agreement, dated as of March 12, 1996, by and between the
Registrant and The Bank of New York, as Rights Agent (incorporated
herein by reference to Exhibit 4(c) to the Registrant's Registration
Statement on Form S-4 filed with the Commission (Commission File No.
333-02543)).
5. A specimen stock certificate of the Common Stock.
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* In accordance with Instruction II to Item 2 of Form 8-A, the exhibits set
forth above are being filed with the copies of this registration statement
filed with the New York Stock Exchange but are omitted from the copies filed
with the Commission.
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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: May 29, 1996 ELECTRONIC DATA SYSTEMS HOLDING CORPORATION
By: /s/ D. GILBERT FRIEDLANDER
___________________________________________
D. Gilbert Friedlander
Vice President, Secretary and
General Counsel
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EXHIBIT 5
INCORPORATED UNDER THE LAWS COMMON STOCK
OF THE STATE OF DELAWARE PAR VALUE $.01
THIS CERTIFICATE IS TRANSFERABLE IN CUSIP 285661 10 4
NEW YORK, NEW YORK SEE REVERSE FOR CERTAIN DEFINITIONS
ELECTRONIC DATA SYSTEMS CORPORATION
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
=====================ELECTRONIC DATA SYSTEMS CORPORATION========================
TRANSFERABLE ON THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OR
BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY
ENDORSED. THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE ISSUED AND
SHALL BE SUBJECT TO ALL THE PROVISIONS OF THE CERTIFICATE OF INCORPORATION OF
THE CORPORATION, AS NOW OR HEREAFTER AMENDED, TO ALL OF WHICH THE HOLDER HEREOF
BY ACCEPTANCE HEREOF ASSENTS. PROVISIONS REGARDING DENIAL OF PRE-EMPTIVE RIGHTS
AND CUMULATIVE VOTING AND RESTRICTIONS ON TRANSFER OF THESE SHARES, IF ANY, ARE
SET FORTH ON THE BACK OF THIS CERTIFICATE. THIS CERTIFICATE IS NOT VALID UNLESS
COUNTERSIGNED BY THE TRANSFER AGENT AND REGISTERED BY THE REGISTRAR.
WITNESS THE FACSIMILE SEAL OF THE CORPORATION AND THE FACSIMILE SIGNATURES
OF ITS DULY AUTHORIZED OFFICERS.
DATED
COUNTERSIGNED AND REGISTERED:
THE BANK OF NEW YORK
TRANSFER AGENT
AND REGISTRAR,
/s/ D. GILBERT FRIEDLANDER
/s/ LESTER M. ALBERTHAL, JR. BY /s/ WILLIAM J. SKINNER
CHAIRMAN OF THE BOARD SECRETARY AUTHORIZED SIGNATURE
AND CHIEF EXECUTIVE OFFICER
