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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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
INTERNATIONAL TOTAL SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)
OHIO 34-1264201
(State of Incorporation or (I.R.S. Employer
Organization) Identification No.)
Crown Centre
5005 Rockside Road
Independence, Ohio 44131
(Address of Principal Executive Offices) (Zip Code)
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), please 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 pursuant to General Instruction A.(d),
please check the following box. [X]
Securities Act registration statement file to which this form relates:
333-29463 (if applicable)
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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 N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Common Shares, without par value
(Title of Class)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The Registrant's Common Shares, without par value (the "Common
Shares"), are to be registered. The description of the Common Shares as set
forth under the captions "Dividend Policy," "Management" and "Description of
Capital Shares" in the Registrant's Registration Statement on Form S-1 (No.
333-29463), filed with the Securities and Exchange Commission (the "Commission")
on June 18, 1997, as amended by Amendment No. 1, dated August 15, 1997, and by
Amendment No. 2, dated August 28, 1997, and as may be further amended from time
to time (the "Registration Statement"), is incorporated herein by reference.
Item 2. EXHIBITS
EXHIBIT DESCRIPTION
1 Amended and Restated Articles of Incorporation of the
Registrant is incorporated herein by reference to Exhibit
3.1(i) of the Registrant's Registration Statement on Form S-1
(Registration No. 333-29463).
2 Form of Amended and Restated Code of Regulations of the
Registrant is incorporated herein by reference to Exhibit 3.2
to Amendment No. 1 to the Registrant's Registration Statement
on Form S-1 (Registration No. 333-29463).
3 Specimen Certificate representing Common Shares is
incorporated herein by reference to Exhibit 4 to Amendment
No. 2 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-29463).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
and Exchange Act of 1934, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
INTERNATIONAL TOTAL SERVICES, INC.
By: /s/ Scott E. Brewer
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Name: Scott E. Brewer
Title: Secretary
September 12, 1997
