LEAP GROUP INC
8-A12G, 1996-06-07
ADVERTISING AGENCIES
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<PAGE>
 
                                   FORM 8-A


                      SECURITIES AND EXCHANGE COMMISSION


                            Washington, D.C.  20549


              FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES 
                   PURSUANT TO SECTION 12(b) OR (g) OF THE 
                        SECURITIES EXCHANGE ACT OF 1934


                             THE LEAP GROUP, INC.
       ---------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


                Delaware                                       36-4079500
                --------                                       ----------
(State of incorporation or organization)                    (I.R.S. Employer)
                                                           Identification No.)


22 West Hubbard Street, Chicago, IL                      60610
- ------------------------------------------------------------------------------
    (Address of principal executive offices)             (Zip Code)

<TABLE> 
    <S>                                            <C> 
    If this Form relates to the                    If this Form relates to the registration
    registration of a class of debt                of a class of debt securities and is to
    securities and is effective upon filing        become effective simultaneously with
    pursuant to General Instruction                the effectiveness of a concurrent
    A(c)(1) please check the following             registration statement under the 
    box.  [ ]                                      Securities Act of 1933 pursuant to
                                                   General Instruction A(c)(2) please check
                                                   the following box.  [ ]
</TABLE> 

       Securities to be registered pursuant to Section 12(b) of the Act:


                                     NONE


       Securities to be registered pursuant to Section 12(g) of the Act:


                         Common Stock, $.01 par value

<PAGE>
 
Item 1.        Description of Registrant's Securities to be Registered.
               -------------------------------------------------------

     The description of the Common Stock, $.01 par value par share, of the 
Registrant to be registered contained in the Registrant's Registration Statement
on Form S-1, File No. 333-05051, filed with the Securities and Exchange 
Commission (the "Commission") on June 3, 1996, under the heading "Description of
Capital Stock" on pages 39 and 40 of the Preliminary Prospectus contained 
therein is hereby incorporated herein by reference.


Item 2.        Exhibits.
               --------



Exhibit
Number         Description of Document
- -------        -----------------------

 *1            Specimen stock certificate representing Common Stock.

2.1            Amended and Restated Certificate of Incorporation of the
               Registrant (filed as Exhibit 3.1 to the Registration Statement of
               the Registrant on Form S-1, File No. 333-05051, and hereby
               incorporated herein by reference).

2.2            Amended and Restated Bylaws of the Registrant (filed as Exhibit
               3.2 to the Registration Statement of the Registrant on Form S-1,
               File No. 333-05051, and hereby incorporated herein by reference).

  3            The information set forth under the heading "Description of
               Capital Stock" on pages 39 and 40 of the Preliminary Prospectus
               contained in the Registrant's Registration Statement (File No.
               333-05051) is incorporated herein by reference.


_____________________________

* To be filed by amendment.

                                      -2-


<PAGE>
 
                                   SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act 
of 1934, as amended, the Registrant has duly caused this registration statement 
to be signed on its behalf by the undersigned, thereto duly authorized.


                                      THE LEAP GROUP, INC.
                                      --------------------
                                          (Registrant)


Dated:  June 6, 1996                  By:   /s/ R. Steven Lutterbach
                                            ----------------------------------
                                            R. Steven Lutterbach
                                            Chairman and Chief Executive Officer



                                      -3-
<PAGE>
 
                               Index to Exhibits
                               -----------------



Exhibit No.    Exhibit                                             Page No. **
- ----------     -------                                             -----------

 *1            Specimen stock certificate representing Common
               Stock.

2.1            Amended and Restate Certificate of Incorporation 
               of the Registrant (filed as Exhibit 3.1 to the 
               Registration Statement of the Registrant on Form 
               S-1, File No. 333-05051, and hereby incorporated 
               herein by reference).
               
2.2            Amended and Restate Bylaws of the Registrant 
               (filed as Exhibit 3.2 to the Registration Statement 
               of the Registrant on Form S-1, File No. 333-05051, 
               and hereby incorporated herein by reference).

  3            The information set forth under the heading 
               "Description of Capital Stock" on pages 39 and 40 
               of the Preliminary Prospectus contained in the 
               Registrant's Registration Statement (File No.
               333-05051) is incorporated herein by reference.









______________________________
*    To be filed by amendment.
**   Only on manually signed copy.





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