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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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
RailWorks Corporation
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(Exact name of registrant as specified in its charter)
Delaware 58-2382378
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(State of incorporation or organization) (IRS Employer Identification No.)
c/o Comstock Holdings Inc.
One North Lexington Avenue
White Plains, New York 10601
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(Address of principal executive offices) (Zip Code)
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If this Form relates to the registration If this Form relates to the registration
of a class of securities pursuant to of a class securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is effective
effective pursuant to General Instruction pursuant to General Instruction A.(d),
A.(c), please check the following box. please check the following box. [ ]
[ ]
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Securities to be registered pursuant to Section 12(b) of the Act:
Name of each Exchange on
Title of Each Class to Which each Class is to
be so Registered be Registered
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None. None.
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The information required by Item 1 is set forth under the caption
"Description of Capital Stock" on pages 68 and 69 of the Preliminary Prospectus
included in the Registrant's Registration Statement on Form S-1, as amended
(File No. 333-53483), which description is incorporated herein by this reference
and qualified in its entirety by reference to the Registrant's Restated
Certificate of Incorporation and Bylaws, each of which are attached as Exhibits
thereto, which set forth in full the preferences, limitations and relative
rights of each class of the Registrant's capital stock.
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Item 2. Exhibits.
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1. A specimen certificate of Common Stock (incorporated by
reference to Exhibit 4.1 to the Registrant's Registration
Statement on Form S-1, File No. 333-53483).
2. Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1, File No.
333-53483).
3. Bylaws of the Registrant (incorporated by reference to
Exhibit 3.2 to the Registrant's Registration Statement on
Form S-1, File No. 333-53483).
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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.
RAILWORKS CORPORATION.
By:/s/ MICHAEL R. AZARELA
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Michael R. Azarela
Executive Vice President and
Chief Financial Officer
Dated: July 17, 1998
