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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
CALIBER LEARNING NETWORK, INC.
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(Exact name of registrant as specified in its charter)
MARYLAND 52-2001020
(State of incorporation or organization) IRS Employer Identification No.
1000 LANCASTER STREET, BALTIMORE, MARYLAND 21202
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(Address of principal executive offices)
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. [ ]
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. [ ]
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:
333-47565
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $.01 par value per share
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(Title of Class)
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Item 1: Description of Registrant's Securities to be Registered.
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The description under the heading "Description of Capital Stock"
relating to the Registrant's Common Stock, $.01 par value per share, in the
Prospectus included in the Registrant's Registration Statement on Form S-1 filed
with the Securities and Exchange Commission on March 10, 1998 (File No.
333-47565) (the "Registration Statement on Form S-1"), is incorporated herein by
reference.
Item 2: Exhibits.
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The following exhibits are filed herewith (or incorporated by reference
as indicated below):
1. Amended and Restated Articles of Incorporation of the Registrant,
incorporated herein by reference, to Exhibit 3.01 of the
Registration Statement on Form S-1.
2. Amended and Restated By-Laws of the Registrant, incorporated herein
by reference, to Exhibit 3.02 of the Registration Statement on
Form S-1.
3. Specimen Common Stock Certificate, incorporated herein by
reference, to Exhibit 4.01 of the Registration Statement on
Form S-1.
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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.
CALIBER LEARNING NETWORK, INC.
By: /s/ Chris L. Nguyen
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Chris L. Nguyen
President and Chief Executive Officer
Date: March 24, 1998
