PRECISION RESPONSE CORP
8-A12G, 1996-06-26
BUSINESS SERVICES, NEC
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<PAGE>   1

                       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


                         PRECISION RESPONSE CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)


             FLORIDA                                           59-2194806
     (State of Incorporation                                (I.R.S. Employer
        or Organization)                                   Identification No.)

                             1505 N.W. 167TH STREET
                              MIAMI, FLORIDA 33169
                    (Address of Principal Executive Offices)


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(B) OF THE ACT:


<TABLE>
<CAPTION>
                  TITLE OF EACH CLASS                               NAME OF EACH EXCHANGE ON WHICH
                  TO BE SO REGISTERED                               EACH CLASS IS TO BE REGISTERED
                          <S>                                              <C>
                          None
</TABLE>


SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                         Common Stock, $0.01 par value
                                (Title of class)
<PAGE>   2

ITEM 1.          DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

                 Incorporated by reference to pages 39 - 41 of the Preliminary
                 Prospectus dated June 25, 1996, contained in Registrant's
                 Amendment No. 3 to Registration Statement on Form S-1 (File
                 No. 333-03209).


ITEM 2.          EXHIBITS

                 The following exhibit is filed as a part of this registration
                 statement:

                 1.*      Amended and Restated Articles of Incorporation.

- -------------

*        Incorporated by reference to Exhibit 3.1 to the Registrant's
         Registration Statement on Form S-1 (File No. 333-03209) filed on May
         6, 1996.
<PAGE>   3

                                   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 26, 1996                  PRECISION RESPONSE
                                        CORPORATION


                                        By:  /s/ David L. Epstein
                                             ---------------------------
                                             David L. Epstein
                                             President
<PAGE>   4

                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
                                                                                        Page No.          
                                                                               ---------------------------
 <S>      <C>                                                                   <C>
 1.       Amended and Restated Articles of Incorporation . . . . . . . .        Incorporated by Reference
 2.       Pages 39 - 41 of the Preliminary Prospectus dated June 25,
          1996, contained in the Registrant's Amendment No. 3 to
          Registration Statement on Form S-1 (File No. 333-03209). . . .        Incorporated by Reference
                                                                                                         
</TABLE>


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