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
U.S. FRANCHISE SYSTEMS, INC.
Delaware 58-2190911
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
13 Corporate Square, Suite 250, Atlanta, Georgia 30329
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b)
of the Act:
Title of class Name of each exchange on which
to be so registered each class is to be registered
None None
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Securities to be registered pursuant to Section 12(g)
of the Act:
Class A Common Stock, par value $0.01 per share
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(Title of Class)
Page 1 of 4 Pages
Exhibit Index is Located on Page 4
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Item 1. Description of Registrant's Securities to be Registered.
The description of the Registrant's Class A Common Stock is incorporated by
reference to the information appearing under the caption "Description of Capital
Stock" on pages 51-54 of the Registrant's Preliminary Prospectus, which forms a
part of Amendment No. 1 to the Registrant's Registration Statement on Form S-1
filed October 11, 1996 (File No. 333-11427).
Item 2. Exhibits.
The following exhibits are filed as a part of this Registration Statement:
1. (a) Amended and Restated certificate of Incorporation of the Registrant
incorporated by reference to Amendment No. 1 to the Registrant's
Registration Statement on Form S-1 (File No. 333-11427).
(b) By-laws of the Registrant, as amended, incorporated by reference to
Amendment No. 1 to the Registrant's Registration Statement on Form S-1
(File No. 333-11427).
2. Form of specimen certificate for the Registrant's Class A Common Stock,
incorporated by reference to Amendment No. 1 to the Registrant's Registration
Statement on Form S-1 (File No. 333-11427).
Page 2 of 4 Pages
Exhibit Index is Located on Page 4
<PAGE>
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.
Date: October 17, 1996 U.S. FRANCHISE SYSTEMS, INC.
By: __________________________________
Neal K. Aronson
Executive Vice President
and Chief Financial Officer
Page 3 of 4 Pages
Exhibit Index is Located on Page 4
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- - ------ -------
1. (a) Amended and Restated Certificate of Incorporation of the Registrant
incorporated by reference to Amendment No. 1 to the Registrant's
Registration Statement on Form S-1 (File No. 333-11427).
(b) By-laws of the Registrant, as amended, incorporated by reference
to Amendment No. 1 to the Registrant's Registration Statement
on Form S-1 (File No. 333-11427).
2. Form of specimen certificate for Registrant's Class A Common Stock
incorporated by reference to Amendment No. 1 to the Registrant's
Registration Statement on Form S-1 (File No. 333-11427).
Page 4 of 4 Pages
Exhibit Index is Located on Page 4
