<PAGE>
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
NCO Group, Inc.
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2858652
- ------------------------------------------------------------------------------
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1740 Walton Road,
Blue Bell Pennsylvania, 19422-0987
- ------------------------------------------------------------------------------
(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 on which
to be so registered each class is to be registered
None Not applicable
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(g) of the Act:
Common Stock, no par value
- ------------------------------------------------------------------------------
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
The description of the Registrant's Common Stock, no par value, set
forth under the heading "Description of Capital Stock" in Amendment No. 1 to the
Registrant's Registration Statement on Form S-1 (Registration No. 333-11745)
dated October 17, 1996, as such description may be amended by any Amendment to
such Registration Statement subsequently filed or by the form of prospectus
subsequently filed pursuant to Rule 424(b) under the Securities Act, is
incorporated herein by reference.
Item 2. Exhibits
*I.1.1. Specimen of Common Stock Certificate
*I.2.1. Amended and Restated Articles of Incorporation
*I.2.2 Amended and Restated Bylaws
- -----------------
*Incorporated by reference to Amendment No. 1 to the
Registrant's Registration Statement on Form S-1 (Registration No.
333-11745) filed with the Securities and Exchange Commission on
October 17, 1996.
<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.
NCO GROUP, INC.
By: /s/ Michael J. Barrist
--------------------------------
Michael J. Barrist, President
of NCO Group, Inc.
Date: October 28, 1996
