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UNITED STATES
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
Vestcom International, Inc.
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(Exact name of registrant as specified in its charter)
New Jersey 22-3477425
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
1100 Valley Brook Avenue, Lyndhurst, NJ 07071
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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 each class Name of each exchange on which
to be registered each class is to be registered
_______________________________________ ______________________________________
_______________________________________ ______________________________________
_______________________________________ ______________________________________
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
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(Title of class)
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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 Common Stock, no par value (the "Common Stock"),
of Vestcom International, Inc. (the "Company") set forth under the caption
"Description of Capital Stock" in the Company's Registration Statement on
Form S-1, File No. 333-23519 (the "Registration Statement") filed with the
Securities and Exchange Commission (the "Commission") is incorporated herein by
reference. In addition, the description of the Common Stock set forth under the
caption "Description of Capital Stock" in any amendment to the Registration
Statement filed with the Commission by the Company or in any prospectus
relating to the Registration Statement filed with the Commission by the Company
pursuant to Rule 424(b) promulgated under the Securities Act of 1933, as
amended, shall be deemed to be incorporated herein by reference.
Item 2. Exhibits.
3.1 Restated Certificate of Incorporation of Vestcom
International, Inc.*
3.2 By-laws of Vestcom International, Inc.*
3.3 Form of Certificate of Amendment creating classes of
preferred stock.*
4.1 Form of stock certificate evidencing ownership of Common Stock of
Vestcom International, Inc.*
* Incorporated by reference to the identically numbered Exhibit to the
Company's Registration Statement on Form S-1, File No 333-23519.
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.
Registrant: VESTCOM INTERNATIONAL, INC.
Date: July 7, 1997
By: /s/ Joel Cartun
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Joel Cartun,
President and Chief Executive Officer
