<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20569
-------------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
CLARK/BARDES HOLDINGS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 52-2103926
- --------------------------------------------------------------------------------
(State of Incorporation) (IRS Employer
Identification No.)
2121 SAN JACINTO STREET, SUITE 2200, DALLAS, TEXAS 75201-7906
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
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 box [ ]
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 [ ]
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, $0.01 PAR VALUE
PREFERRED STOCK PURCHASE RIGHTS ASSOCIATED WITH COMMON STOCK $0.01 PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class)
<PAGE> 2
Item 1. Description of Securities to be Registered.
The material set forth in the section captioned "Description of Capital
Stock" in the Registrant's Registration Statement on Form S-1 (Registration No.
333-56799), filed with the Securities and Exchange Commission (the "SEC") on
June 15, 1998, as amended by Amendment No. 1 to the Registration Statement on
Form S-1, filed with the SEC on July 27, 1998 and Amendment No. 2 to the
Registration Statement on Form S-1 filed with the SEC on August 10, 1998, is
incorporated herein by reference.
Item 2. Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
1. Certificate of Incorporation of Clark/Bardes Holdings, Inc.
(filed as Exhibit 3.1 to the Registrant's Registration Statement
on Form S-1 (Registration No. 333-56799), filed on June 15, 1998
(the "Registration Statement")).
2. Bylaws of the Company (filed as Exhibit 3.2 to the Registration
Statement and incorporated herein by reference).
3. Specimen Certificate for shares of common stock, $0.01 par value,
of the Company (filed as Exhibit 4.1 to Amendment No. 1 to the
Registration Statement filed July 27, 1998, and incorporated
herein by reference).
4. Rights Agreement, by and between the Company and The Bank of New
York, dated as of July 10, 1998 (filed as Exhibit 4.2 to
Amendment No. 1 to the Registration Statement and incorporated
herein by reference).
</TABLE>
<PAGE> 3
SIGNATURES
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 hereunto duly authorized.
CLARK/BARDES HOLDINGS, INC.
By: /s/ MELVIN G. TODD
------------------------------------------
Melvin G. Todd
President and Chief Executive Officer
Dated: August 10, 1998
