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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
THE METZLER GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 36-4094854
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
520 LAKE COOK ROAD, SUITE 500, DEERFIELD, ILLINOIS 60015
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(Address of Principal Executive Offices) (Zip Code)
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 become effective simultaneously with the
filing pursuant to General effectiveness of a concurrent
Instruction A(c)(1) please check registration statement under the
the following box. [ ] 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:
NONE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $.001 Par Value
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The class of capital stock to be registered is designated as Common
Stock, $.001 par value. Information regarding such stock is incorporated by
reference from "Description of Capital Stock" at page 31 of the preliminary
Prospectus included in the Registrant's Registration Statement on Form S-1, File
No. 333-09019, filed with the Securities and Exchange Commission on July 26,
1996.
ITEM 2. EXHIBITS.
1.1 Specimen Common Stock Certificate*
2.1 Amended and Restated Certificate of Incorporation*
2.2 By-Laws*
* Incorporated by reference from Registrant's Registration Statement on
Form S-1, File No. 333-9019, filed with the Securities and Exchange
Commission on July 26, 1996.
SIGNATURES
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.
THE METZLER GROUP, INC.
Dated: September 13, 1996 BY: /s/ Robert P. Maher
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Robert P. Maher
President and Chief Executive Officer
(Signature)
