OVERNITE CORP
8-A12G/A, 1998-07-08
TRUCKING (NO LOCAL)
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<PAGE>
 
                        SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                               ------------------

                                AMENDMENT NO. 1
                                      TO
                                   FORM 8-A
               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                               OVERNITE CORPORATION
                               --------------------
            (Exact name of registrant as specified in its charter)

                  Virginia                        Applied for
                  --------                        -----------
  (State of incorporation or organization)      (IRS employer
                                               Identification no.)

               1000 Semmes Avenue
                 P.O. Box 1216

               Richmond, Virginia                    23218
               ------------------                    -----
     (Address of principal executive offices)      (Zip code)

      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), please 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), please check the following box. [X]



      SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM 
      RELATES: 333-53619    


           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                                        N/A

           SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                    Common Stock, par value $.01 per share
                    --------------------------------------
                               (Title of class)
<PAGE>
 
ITEM 1.     DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
            -------------------------------------------------------

      A description of the Common Stock of the Registrant is set forth under the
caption "Description of Capital Stock" in the Prospectus contained in the
Registration Statement on Form S-1 (Registration No. 333-53169), as initially
filed with the Securities and Exchange Commission on May 20, 1998, and as
amended on June 26, 1998 (as so amended, the "Registration Statement"). Such
portion of the Registration Statement is hereby incorporated by reference.

Item 2.     EXHIBITS.
            --------

      1 . Articles of Incorporation of the Registrant, which are incorporated by
          reference to Exhibit 3.1 to the Registration Statement.

      2.  Bylaws of the Registrant, which are incorporated by reference to
          Exhibit 3.2 to the Registration Statement.

      3   Specimen of Common Stock Certificate of the Registrant, which is
          incorporated by reference to Exhibit 4.1 to the Registration 
          Statement.
<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.


                          OVERNITE CORPORATION
                              (Registrant)


                          By: /s/ Gordon S. Mackenzie
                               --------------------------
                               Gordon S. Mackenzie
                               Senior Vice President-Operations 
                                and Director

       Dated: July 8, 1998

                                       2


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