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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
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Vestcom International, Inc.
(Exact name of registrant as specified in its charter)
New Jersey 22-3477425
(State of incorporation or organization) (IRS Employer Identification No.)
5 Henderson Drive, West Caldwell, New Jersey 07006
(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
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None
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. |_|
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. |X|
Securities Act registration statement file number to which this form relates:
Not applicable.
Securities to be registered pursuant to Section 12(g) of the Act:
Stock Purchase Rights
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Item 1. Description of Registrant's Securities to be Registered.
On December 16, 1999, the Board of Directors of Vestcom
International, Inc., a New Jersey corporation (the "Company"), declared a
dividend of one right (a "Right") for each outstanding share of common stock,
par value $.01 per share, of the Company held of record at the close of business
on December 28, 1999, or issued thereafter and prior to the Separation Time (as
defined in the Rights Agreement referred to below) and issued thereafter
pursuant to options and convertible securities outstanding at the Separation
Time. The Rights will be issued pursuant to a Shareholder Protection Rights
Agreement, dated as of December 16, 1999 (the "Rights Agreement"), between the
Company and American Stock Transfer & Trust Company, as Rights Agent.
The Rights Agreement (which includes as Exhibit A the
description of the terms of the Participating Preferred Stock issuable upon
exercise of the Rights and as Exhibit B the form of Rights Certificate and
Election to Exercise) is listed as Exhibit 4.1 below and is hereby incorporated
herein by reference. The description of the Rights contained in the Company's
Current Report on Form 8-K dated December 16, 1999 (the "Current Report") is
hereby incorporated by reference herein. Such description of the Rights is
qualified in its entirety by reference to the Rights Agreement and such exhibits
thereto.
Item 2. Exhibits.
Exhibit No. Description
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4.1 Shareholder Protection Rights
Agreement, dated as of December 16,
1999 (the "Rights Agreement"),
between Vestcom International, Inc.
and American Stock Transfer &
Trust Company, as Rights Agent
(previously filed as Exhibit 4.1 to the
Company's Current Report on Form
8-K, dated December 16, 1999, and
incorporated herein by reference).
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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, thereunto duly authorized.
VESTCOM INTERNATIONAL, INC.
By: /s/ Joel Cartun
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Name: Joel Cartun
Title: Chairman of the Board
and Chief Executive Officer
Date: December 16, 1999
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Shareholder Protection Rights
Agreement, dated as of December 16,
1999 (the "Rights Agreement"),
between Vestcom International, Inc.
and American Stock Transfer &
Trust Company, as Rights Agent
(previously filed as Exhibit 4.1 to the
Company's Current Report on Form
8-K, dated December 16, 1999, and
incorporated herein by reference).
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