<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
Dispatch Management Services Corp.
(Exact name of registrant as specified in its charter)
Delaware 13-3967426
(State of incorporation or (I.R.S. Employer
organization Identification No.)
65 West 36th Street
New York, New York 10018
(Address of principal (Zip Code)
executive offices)
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 None
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:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
Common Stock, par value The Nasdaq National Market
$.01 per share
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Registrant's Common Stock, par value $.01 per share
(the "Common Stock"), is incorporated herein by reference to the Registration
Statement on Form S-1 as filed with the Securities and Exchange Commission on
November 10, 1997, as amended.
ITEM 2. EXHIBITS.
a. The form of certificate for the Registrant's Common Stock will be
incorporated by reference to Exhibit 4.1 which is to be filed by amendment
to the Registrant's Registration Statement on Form S-1 under the Securities
Act of 1933, as filed with the Securities and Exchange Commission on
November 10, 1997.
b. Certificate of Incorporation of the Registrant, is incorporated
herein by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 under the Securities Act of 1933, as filed with the
Securities and Exchange Commission on November 10, 1997.
c. Bylaws of the Registrant are incorporated herein by reference to
Exhibit 3.2 to the Registrant's Registration Statement of Form S-1 under the
Securities Act of 1933, as filed with the Securities and Exchange Commission
on November 10, 1997.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<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.
DISPATCH MANAGEMENT SERVICES CORP.
Date: November 10, 1997 By: /s/ Linda M. Jenkinson
-----------------------------------
Linda M. Jenkinson
Chief Executive Officer
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*1 Description of the Registrant's Common Stock to be registered.
*2 Form of Certificate for the Registrant's Common Stock.
*3 Certificate of Incorporation.
*4 Bylaws.
</TABLE>
- ------------------------
* Incorporated herein by reference to the Registrant's Registration Statement
on Form S-1 under the Securities Act of 1933, as amended, as filed with the
Securities and Exchange Commission on November 10, 1997.