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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
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ANSWERTHINK CONSULTING GROUP, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 65-0750100
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification no.)
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1401 BRICKELL AVENUE, SUITE 350
MIAMI, FLORIDA 33131
(Address of principal executive offices) (zip code)
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If this form relates to the registration of a If this form relates to the registration of a class
class of securities pursuant to Section 12(b) of of securities pursuant to Section 12(g) of the
the Exchange Act and is effective pursuant to Exchange Act and is effective pursuant to General
General Instruction A.(c), check the following Instruction A.(d), check the following box. [X]
box. [_]
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Securities Act registration statement
file number to which this form relates:
333-48123
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(if applicable)
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, PAR VALUE $.001 PER SHARE
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Information with respect to the common stock, par value $.001 per share
(the "Common Stock"), of the Registrant is incorporated by reference to the
section captioned "Descripton of Capital Stock" in the Registrant's Registration
Statement on Form S-1 (No. 333-48123), as such may be amended (including any
prospectus filed by the Registrant pursuant to Rule 424(b) promulgated under the
Securities Act of 1933, as amended).
ITEM 2. EXHIBITS
The exhibits to this registration statement are listed in the Exhibit
Index, which appears after the signature page and is 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, thereto duly authorized.
ANSWERTHINK CONSULTING GROUP, INC.
Date: May 21, 1998 By: /s/ Ted A. Fernandez
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Ted A. Fernandez, President, Chief
Executive Officer and Chairman
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EXHIBIT INDEX
Exhibit Number EXHIBIT
- -------------- -----------------------------------------------------
3.1* Second Amended and Restated Articles of Incorporation
of the Registrant
3.2* Form of Amended and Restated Bylaws of the Registrant
4.1 Specimen Stock Certificate
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* Incorporated herein by reference to the exhibits of the same number in the
Registrant's Registration Statement on Form S-1, as amended (No. 333-48123).
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EXHIBIT 4.1
(LOGO TO COME)
A
ANSWERTHINK CONSULTING GROUP, INC.
COMMON STOCK
COMMON STOCK
INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA
CUSIP 036916 10 4
THIS CERTIFIES that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.001 PAR VALUE PER
SHARE, OF
ANSWERTHINK CONSULTING GROUP, INC. (the "Corporation") transferable on the books
of the Corporation by the owner hereof in person or by duly authorized attorney
upon surrender of this Certificate properly endorsed.
This Certificate and the shares represented hereby, are issued and shall be held
subject to all the provisions of the articles of incorporation of the
Corporation, and any amendments thereto.
This Certificate is not valid until countersigned and registered by the Transfer
Agent and Registrar.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed
by the facsimile seal of the Corporation and the facsimile signatures of its
duly authorized officers.
Dated:
COUNTERSIGNED AND REGISTERED:
BankBoston, N.A.
TRANSFER AGENT
AND REGISTRAR
BY:
AUTHORIZED OFFICER
Executive Vice President
President, Chief Executive Officer and Chairman
