<PAGE>
UNITED STATES
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
_________________________
Koll Real Estate Services
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 95-4502592
- --------------------------------------------------------------------------------
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
4343 Von Karman Avenue, Newport Beach, California 92660
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
to be so registered on which each class is
to be registered
N/A N/A
-------------------------- -------------------------
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 description of Registrant's Common Stock, $.01 par value,
contained on page 52 of the Prospectus which forms a part of Registrant's
Registration Statement on Form S-1 (Registration No. 333-10387) as filed with
the Securities and Exchange Commission (the "Commission") on August 19, 1996,
under the caption "Description of Capital Stock," is incorporated herein by this
reference.
Item 2. Exhibits.
--------
The following Exhibits are filed as part of this Registration
Statement:
1.* Restated Certificate of Incorporation of Registrant;
2.** Certificate of Amendment of Certificate of Incorporation of
Registrant;
3.* Bylaws of Registrant, as amended and currently in effect;
4.* Registration Rights Agreement, dated as of November 23, 1994, by
and between the Registrant, FS Equity Partners III, L.P. and FS Equity Partners
International, L.P.
5.* First Amendment to Registration Rights Agreement, dated October
18, 1995, by and among the Registrant, FS Equity Partners III, L.P., and FS
Equity Partners International, L.P.
6.* Second Amendment to Registration Rights Agreement, dated as of
April 1, 1996, by and among the Registrant, FS Equity Partners III, L.P. and FS
Equity Partners International, L.P.
7.* Registration Rights Agreement, dated as of November 23, 1994, by
and between the Registrant and The Koll Holding Company.
2.
<PAGE>
8.* First Amendment to Registration Rights Agreement, dated October
18, 1995, by and among the Registrant and The Koll Holding Company.
9.* Registration Rights Agreement, dated October 18, 1995, by and
among the Registrant and AP KMS Partners, L.P.
10.* First Amendment to Registration Rights Agreement, dated as of
April 1, 1996, by and among the Registrant and AP KMS Partners, L.P.
11.* Second Amended and Restated Stockholders Agreement, dated March
29, 1996, by and among the Registrant, FS Equity Partners III, L.P., FS Equity
Partners International, L.P., The Koll Holding Company, The Koll Company and AP
KMS Partners, L.P.
12.* Form of Third Amended and Restated Stockholders Agreement by and
among the Registrant, FS Equity Partners III, L.P., FS Equity Partners
International, L.P., The Koll Holding Company, The Koll Company and AP KMS
Partners, L.P.
13.** Specimen of certificate evidencing Registrant's Common Stock,
$.01 par value, registered hereunder.
* Filed as an exhibit to the Registrant's Registration Statement on Form S-1
(Registration No. 333-10387) filed with the Commission on August 19, 1996
and incorporated herein by reference.
** To be filed by amendment.
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.
KOLL REAL ESTATE SERVICES
Dated: September 12, 1996 By: /s/ Raymond E. Wirta
--------------------------
Raymond E. Wirta
Chief Executive Officer
3.
