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
CUNNINGHAM GRAPHICS INTERNATIONAL, INC.
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(Exact Name of Registrant as specified in Its Charter)
New Jersey 22-3561164
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(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
629 Grove Street, Jersey City, New Jersey 07310
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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 of registration of a class of
securities pursuant to Section 12(b) securities pursuant to Section 12(g)
of the Exchange Act and is effective of the Exchange Act and is effective
pursuant to General Instruction A. pursuant to General Instruction A.
(c), please check the following box.[ ] (d), please check the following box.[X]
Securities Act registration statement file number to which this form
relates: 333-46541
(If applicable)
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.
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value per share
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(Title of Class)
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The securities to be registered hereunder are common stock, no par
value per share (the "Common Stock") of Cunningham Graphics International, Inc.
(the "Registrant"). A description of the Common Stock is set forth under the
caption "Description of Capital Stock," contained in the Prospectus forming a
part of the Registrant's Registration Statement on Form S-1, as amended (the
"Registration Statement") (File No. 333-46541) initially filed with the
Securities and Exchange Commission on February 19, 1998 under the Securities Act
of 1933, as amended. Such description, and as it may be subsequently amended, is
incorporated herein by reference pursuant to Rule 12b-23 of the Securities
Exchange Act of 1934, as amended (the "Act").
ITEM 2. EXHIBITS.
The following exhibits are filed as part of the Registration Statement:
EXHIBIT NO. DESCRIPTION
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1. Certificate of Incorporation of the Registrant,
incorporated herein by reference to Exhibit 3.1 to
the Registration Statement.
2. By-Laws of the Registrant, incorporated herein by
reference to Exhibit 3.2 to the Registration
Statement.
3. Specimen of certificate evidencing Registrant's
Common Stock, no par value, incorporated herein by
reference to Exhibit 4.2 to the Registration
Statement.
4. 1998 Stock Option Plan, incorporated herein by
reference to Exhibit 10.1 to the Registration
Statement.
5. Directors' Stock Option Plan, incorporated herein by
reference to Exhibit 10.2 to the Registration
Statement.
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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, thereto duly authorized.
CUNNINGHAM GRAPHICS INTERNATIONAL, INC.
By:
/s/ Michael R. Cunningham
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Michael R. Cunningham
Chairman, President and Chief Executive Officer
Dated: April 13, 1998
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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1. Certificate of Incorporation of the Registrant,
incorporated herein by reference to Exhibit 3.1 to
the Registration Statement.
2. By-Laws of the Registrant, incorporated herein by
reference to Exhibit 3.2 to the Registration
Statement.
3. Specimen of certificate evidencing Registrant's
Common Stock, no par value, incorporated herein by
reference to Exhibit 4.2 to the Registration
Statement.
4. 1998 Stock Option Plan, incorporated herein by
reference to Exhibit 10.1 to the Registration
Statement.
5. Directors' Stock Option Plan, incorporated herein by
reference to Exhibit 10.2 to the Registration
Statement.
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