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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
QUEST EDUCATION CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 65-0038445
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(State of incorporation) (I.R.S. Employer
or organization) Identification No.)
1400 HEMBREE ROAD, SUITE 100
ROSWELL, GEORGIA 30076
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(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
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NONE NONE
Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED SHARE
PURCHASE RIGHTS
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Reference is made to the description of the Preferred Share Purchase
Rights contained in the Registrant's Form 8-A filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended, on
May 21, 1999, which is incorporated herein by reference.
ITEM 2. EXHIBITS.
4.1 Rights Agreement, dated as of March 1 1999, between the
Registrant and First Union National Bank, as Rights Agent
(including the Exhibits thereto) (incorporated by reference
from Exhibit 4.1 filed with the Registrant's Current Report on
Form 8-K, filed on May 21, 1999).
4.2 Amendment No. 1 to Rights Agreement, dated as of June 25, 2000
(incorporated by reference from Exhibit (e)(10) filed with the
Registrant's Schedule 14D-9 filed with the Commission on June
28, 2000.)
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.
June 29, 2000. QUEST EDUCATION CORPORATION
By: /s/ Vince Pisano
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Vince Pisano, Vice President Finance
and Chief Financial Officer
