SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECITON 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OUTSOURCE INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in Its Charter)
FLORIDA 65-0675628
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
1144 EAST NEWPORT CENTER DRIVE, DEERFIELD BEACH, FLORIDA 33442
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(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section 12(b) class of securities pursuant to Section 12(g)
of the Exchange Act and is effective of the Exchange Act and is effective
pursuant to General Instruction A.(c), pursuant to General Instruction A.(d),
please check the following box. [ ] please check the following box. [X]
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Securities Act registration statement file number to which this form
relates: 333-33443
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(If applicable)
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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None None
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.001 PER SHARE
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Registrant's Common Stock, par value $.001 per
share, appearing under the caption "Description of Securities" in the Prospectus
included as a part of Amendment No. 1 to the Registrant's Registration Statement
on Form S-1, File No. 333-33443, filed with the Securities and Exchange
Commission on September 23, 1997 (the "Amendment No. 1 to the Form S-1
Registration Statement") is incorporated herein by reference.
ITEM 2. EXHIBITS
The following exhibits are filed herewith:
1. Certain provisions of the Amended and Restated Articles of
Incorporation of the Company (incorporated herein by reference
to Exhibit 3.1 and Exhibit 4.1 to the Registrant's
Registration Statement on Form S-1, File No. 333-34333, filed
with the Securities and Exchange Commission on August 12, 1997
(the "Form S-1 Registration Statement") and the Bylaws of the
Company (incorporated herein by reference to Exhibit 3.2 and
Exhibit 4.1 to the Form S-1 Registration Statement) defining
the rights of holders of the Common Stock of the Company
2. Form of Amended and Restated Articles of Incorporation of the
Company, as amended (incorporated herein by reference to
Exhibit 3.3 to the Amendment No. 1 to the Form S-1
Registration Statement)
3. Form of Amended and Restated Bylaws of the Company
(incorporated herein by reference to Exhibit 3.4 to the
Amendment No. 1 to the Form S-1 Registration Statement)
4. Form of Common Stock Certificate of the Company (incorporated
herein by reference to Exhibit 4.2 to the Amendment No. 1 to
the Form S-1 Registration Statement)
5. Form of Shareholder Protection Rights Agreement (incorporated
(incorporated herein by reference to Exhibit 4.3 to the
Amendment No. 1 to the Form S-1 Registration Statement)
6. Warrant dated February 21, 1997 issued to Triumph-Connecticut
Limited Partnership (incorporated herein by reference to
Exhibit 4.6 to the Form S-1 Registration Statement)
7. Warrant dated February 21, 1997 issued to Bachow Investment
Partners III, L.P. (incorporated herein by reference to
Exhibit 4.7 to the Form S-1 Registration Statement)
8. Warrant dated February 21, 1997 issued to State Street Bank
and Trust Company of Connecticut, N.A., as Escrow Agent
(incorporated herein by reference to Exhibit 4.8 to the Form
S-1 Registration Statement)
9. Certain preemptive rights provisions of the Agreement among
Shareholders and Investors in OutSource International, Inc.
dated as of February 21, 1997 (incorporated herein by
reference to Exhibit 4.9 and Exhibit 10.4 to the Form S-1
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.
OUTSOURCE INTERNATIONAL, INC.
Date: September 30, 1997 By: /s/ PAUL M. BURRELL
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Paul M. Burrell, President, Chief
Executive Officer and Chairman of the
Board of Directors
