<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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
U.S. Marketing Services, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant specified in Charter)
Delaware 13-3999835
- --------------------------------------------------------------------------------
(State or other (IRS Employee
jurisdiction of Identification No.)
incorporation)
303 South Broadway
Suite 140
Tarrytown, NY 10591 10591
- --------------------------------------------------------------------------------
(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. [_]
Securities Act registration statement file number to which this
form relates: 333-56265
---------
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 None
---------------------- ----------------------------------
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, par value $0.001 per share
----------------------------------------
(Title of class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
-------------------------------------------------------
The Registrant is registering shares of common stock, par value $0.001 per
share, pursuant to a registration statement on Form S-1 (File No. 333-56265)
that was filed with the Securities and Exchange Commission on June 8, 1998 (the
"Registration Statement"). Reference is made to the sections entitled
"Prospectus Summary--The Offering" and "Description of Capital Stock" in the
prospectus forming a part of the Registration Statement, and all amendments to
the Registration Statement subsequently filed with the Commission, including any
prospectus relating thereto filed subsequently pursuant to Rule 424 of the
Securities Act of 1933, as amended. Such Registration Statement and all
amendments to the Registration Statement are hereby deemed to be incorporated by
reference into this Registration Statement in accordance with the Instruction to
Item 1 of this Form.
Item 2. Exhibits.
--------
3.01 Amended and Restated Certificate of Incorporation of U.S. Marketing
Services, Inc. (Incorporated by reference to Exhibit 3.01 to the
Registration Statement on Form S-1 (File No. 333-56265) of the
Registrant, as amended).
3.02 Bylaws of the U.S. Marketing Services, Inc. (Incorporated by reference
to Exhibit 3.02 to the Registration Statement on Form S-1 (File No.
333-56265) of the Registrant, as amended).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.
Date: June 15, 1998 U.S. Marketing Services, Inc.
By: /s/ Dewey K. Shay
-----------------------------
Name: Dewey K. Shay
Title: President
