SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
The Judge Group, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
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<S> <C>
Pennsylvania 23-1726661
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(State of Incorporation or Organization) (IRS Employer Identification no.)
Two Bala Plaza, Suite 800, Bala Cynwyd, Pennsylvania 19004
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the registration of a class
registration of a class of debt of debt securities and is to become effective
securities and is effective upon simultaneously with the effectiveness of a con-
filing pursuant to General current registration statement under the
Instruction A(c)(1) please check Securities Act of 1933 pursuant to General
the following box. Instruction A(c)(2) please check the following box.
/ / / /
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Securities to be registered pursuant to Section 12(b) of the Act:
None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Shares, par value $0.01
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(Title of Class)
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Item 1. Description of Registrant's Securities to be registered.
The description of the Registrant's Common Shares, par value $.01, set
forth under the caption "Description of Capital Stock" in the
Registrant's Registration Statement on Form S-1 (File No. 333-13109),
as amended (the "Form S-1"), is hereby incorporated by reference
Item 2. Exhibits
3.1 Amended and Restated Articles of Incorporation of the Company.
Exhibit 3.1 of the Registrant's Form S-1 is hereby incorporated by
reference.
3.2 Amended and Restated By-Laws of the Company. Exhibit 3.2 of the
Registrant's Form S-1 is hereby incorporated by reference.
4.2 Form of common stock certificate for Company Common Shares.
Exhibit 4.2 of the Registrant's Form S-1 is hereby incorporated by
reference.
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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, thereunto duly authorized.
THE JUDGE GROUP, INC.
By: /s/ Martin E. Judge, Jr.
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Martin E. Judge, Jr.
Chief Executive Officer
Date: January 13, 1997
