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UNITED STATES
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
USCS INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 94-1727009
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
2969 Prospect Park Drive, Rancho Cordova, CA 95670
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(Address of principal executive offices)
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
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Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.05 PER SHARE
RIGHTS TO PURCHASE SERIES A PREFERRED STOCK, PAR VALUE $.05 PER SHARE
(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the registrant's securities comparable to that required
by this item is contained in the Registration Statement on Form S-1, filed
with the Securities and Exchange Commission (the "Commission") on April 19,
1996, as amended by Amendment No. 1 filed with the Commission on May 20, 1996
and Amendment No. 2 filed with the Commission on June 18, 1996 (the "1933 Act
Registration Statement"), set forth under the caption "Description of Capital
Stock" therein and is incorporated herein by reference pursuant to the
instruction to Item 1 of Form 8-A.
ITEM 2. EXHIBITS
The following exhibits are required by Item 2 of Form 8-A:
Exhibit I-2(a) Amended and restated Certificate of Incorporation
of the Company (incorporated herein by reference to
Exhibit 3.1 to the 1933 Act Registration Statement).
Exhibit I-2(b) Bylaws of the Company (incorporated herein by
reference to Exhibit 3.2 to the 1933 Act
Registration Statement).
Exhibit I-2(c) Certificate of Designation of Rights, Preferences
and Privileges of Series A Preferred Stock
(incorporated by reference to Exhibit 3.3 to the
1933 Act Registration Statement).
Exhibit I-2(d) Shareholder Rights Agreement dated December 30, 1988
among U.S. Computer Services, Westar Capital and
Enterprise Partners (incorporated by reference to
Exhibit 4.2 to the 1933 Act Registration Statement).
Exhibit I-2(e) Stockholder Rights Plan dated as of June 14, 1996
by and between the Company and ChaseMellon
Shareholder Services, LLC (incorporated herein by
reference to Exhibit 4.3 to the 1933 Act
Registration Statement).
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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: June 18, 1996 USCS INTERNATIONAL, INC.
By: /s/ Mary G. Jordan
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Name: Mary G. Jordan
Title: VP, General Counsel & Secretary
