<PAGE>
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
ICT GROUP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2458937
- ------------------------- -------------------
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
800 Town Center Drive
Langhorne, Pennsylvania 19047
- ---------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
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:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
- ------------------- ------------------------------
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value\
----------------------------------------------
(Title of class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
The section "Description of Capital Stock--Common Stock," to be
included in a form of prospectus which will subsequently be filed by the
Registrant pursuant to Rule 424 of the Securities Act of 1933, as amended, shall
be deemed incorporated by reference into this registration statement.
Item 2. Exhibits.
3.1 Form of Articles of Incorporation of the Registrant. Reference
is made to Exhibit 3.1 to the Registration Statement on Form
S-1 (File No. 333-4150) of the Registrant, as amended.
3.2 Bylaws of the Registrant. Reference is made to Exhibit 3.2 to
the Registration Statement on Form S-1 (File No. 333-4150) of
the Registrant, as amended.
<PAGE>
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 4, 1996 ICT GROUP, INC.
By: /s/ Carl E. Smith
--------------------------------
Name: Carl E. Smith
Title: Senior Vice President, Finance
and Administration, Chief
Financial Officer and Secretary
