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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TMP WORLDWIDE INC.*
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(Exact name of registrant as specified in its charter)
DELAWARE 13-3906555
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1633 Broadway, 33rd Floor
New York, New York 10019 10019
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box./ /
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the 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:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Not Applicable Not Applicable
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, .001 par value per share
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(Title of Class)
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* The current name of registrant is Telephone Marketing Programs
Incorporated. The registrant will change its name to TMP Worldwide Inc.
prior to the effectiveness of this Registration Statement.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
A description of the Common Stock is set forth under the caption
"Description of Capital Stock" as contained in the Prospectus forming part of
the Registration Statement on Form S-1 filed under the Securities Act of 1933,
as amended (the "Act"), with the Securities and Exchange Commission on September
23, 1996, Registration No. 333-12471 (the "Registration Statement") on behalf of
TMP Worldwide Inc. (the "Registrant"), which is hereby incorporated by reference
for all purposes.
ITEM 2. EXHIBITS
1. Certificate of Incorporation of the Registrant, incorporated
herein by reference to Exhibit 3.1 of the Registration Statement.
2. Bylaws of the Registrant, incorporated herein by reference to
Exhibit 3.2 of the Registration Statement.
3. Specimen of the Common Stock Certificate of the Registrant,
incorporated herein by reference to Exhibit 4.1 of the
Registration Statement.
The Registrant hereby further incorporates by reference the description of
the Common Stock included in any form of prospectus subsequently filed by the
Registrant pursuant to Rule 424(b) under the Act.
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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.
TMP WORLDWIDE INC.
By: /s/ Andrew J. McKelvey
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Andrew J. McKelvey
Chairman of the Board and President
Dated: October ___, 1996
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