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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
(AMENDMENT NO. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TELESPECTRUM WORLDWIDE INC.
(Exact name of registrant as specified in its charter)
DELAWARE 23-2845501
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
443 SOUTH GULPH ROAD
KING OF PRUSSIA, PENNSYLVANIA 19406
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(Address of principal executive offices) (zip code)
If this Form relates to the registration If this Form relates to the
of a class of debt securities and is registration of a class of debt
effective upon filing pursuant to General securities and is to become
Instruction A(c)(1) please check the effective simultaneously with the
following box. [ ] 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
TO BE SO REGISTERED WHICH 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 $.01 PER SHARE
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(Title of class)
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 2. EXHIBITS.
The following exhibits are filed as part of this registration statement:
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<CAPTION>
Exhibit Description
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<C> <C>
1.01 Specimen of Certificate of Common Stock, par value $.01 per share
2.01 Restated Certificate of Incorporation of TeleSpectrum Worldwide Inc. (previously filed)
2.02 Bylaws of TeleSpectrum Worldwide Inc. (previously filed)
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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 amendment to registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
TeleSpectrum Worldwide Inc.
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(Registrant)
Date August 5, 1996 By /s/ J. BRIAN O'NEILL
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J. Brian O'Neill
Chairman and Chief Executive Officer
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EXHIBIT 1.01
NUMBER [CORPORATE LOGO] SHARES
TLSP ________________ TeleSpectrum Worldwide Inc. ____________
COMMON STOCK CUSIP 87951U 10 9
SEE REVERSE FOR
CERTAIN DEFINITIONS
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
This certifies that
is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE,
OF
TeleSpectrum Worldwide Inc., (the "Corporation"), a Delaware corporation. The
shares represented by this certificate are transferable only on the stock
transfer books of the Corporation by the holder of record hereof, or by the
holder's duly authorized attorney or legal representative, upon the surrender
of this certificate properly endorsed.
This certificate is not valid until countersigned and registered by
the Corporation's transfer agent and registrar.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
executed by the facsimile signatures of its duly authorized officers and has
caused a facsimile of its corporate seal to be hereunto affixed.
Dated:
/S/ [CORPORATE SEAL] /S/
SECRETARY CHAIRMAN OF THE BOARD
Countersigned and Registered:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
Transfer Agent and Registrar
________________________________________
Authorized Signature
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TeleSpectrum Worldwide Inc.
A statement of the powers, rights, preferences, privileges and
restrictions granted to or imposed upon the respective classes or series of
shares of stock of the Corporation; and upon the holders thereof as established
by the Certificate of Incorporation or by any certificate of designations, and
the number of shares constituting each series or class and the designations
thereof, may be obtained by any stockholder of the Corporation upon request and
without charge from the Secretary of the Corporation at the principal office of
the Corporation.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT-...Custodian.....
TEN ENT-as tenants by the entireties (Cust) (Minor)
JT TEN -as joint tenants with right under Uniform Gifts to
of survivorship and not as Minors.....
tenants in common
Act......................
(State)
Additional abbreviations may also be used though not in the above list.
For value received, ________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[ ]
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE, OF
ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
_______________________________________________________________________ Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
_______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated ______________________
_____________________________________
NOTICE: THE SIGNATURES TO THIS
ASSIGNMENT MUST CORRESPOND WITH THE
NAME(S) AS WRITTEN UPON THE FACE OF
THE CERTIFICATE IN EVERY PARTICULAR
WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
By __________________________________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15
