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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 (THE "EXCHANGE ACT")
CAPITAL ENVIRONMENTAL RESOURCE INC.
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(Exact Name of Registrant as Specified in Its Charter)
ONTARIO, CANADA NOT APPLICABLE
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
1005 SKYVIEW DRIVE
BURLINGTON, ONTARIO, CANADA L7P 5B1
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box. |_| following box. |X|
Securities Act registration statement file
number to which this form relates: 333-_____
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Exchange Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None Inapplicable
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Securities to be registered pursuant to Section 12(g) of the Exchange Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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COMMON STOCK, NO PAR VALUE NASDAQ NATIONAL MARKET
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the securities to be registered hereby as set
forth under the caption "Description of Capital Stock" in (i) the prospectus
(subject to completion) dated May 3, 1999 and included in Part I of the
Registration Statement (Registration No. 333-_____) on Form F-1 (as amended, the
"Registration Statement") of the registrant originally filed with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Act of
1933, as amended (the "Securities Act"), on May 3, 1999 and (ii) the related
final form of the prospectus to be filed with the Commission pursuant to Rule
424(b) of the Securities Act, is incorporated herein by reference.
The securities to be registered hereby have been approved for
quotation on the Nasdaq National Market under the symbol "CERI".
ITEM 2. EXHIBITS
The following exhibits are filed as part of this registration
statement:
Exhibit No. Exhibit Description
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3.1* Restated Articles of Incorporation of the Company
3.2* Amended and Restated By-Law No. 1 of the Company
4.1* Form of Common Stock certificate of the Company
10.6* Form of Amended and Restated Shareholders Agreement
dated April 30, 1999
*Previously filed with the Commission as exhibits to the Registration Statement
and incorporated herein by reference pursuant to Rule 12b-32(a) of the Exchange
Act and Rule 102 of Regulation S-T.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.
CAPITAL ENVIRONMENTAL RESOURCE INC.
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(Registrant)
Date: 3 May 1999 By: /s/ E. JOY GRAHEK
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Name: E. Joy Grahek
Title: Secretary
