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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 Corporate Executive Board Company
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(Exact name of registrant as specified in its charter)
Delaware 52-2056410
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(State of incorporation or organization) (I.R.S. employer
identification no.)
The Watergate
600 New Hampshire Avenue, N.W.
Washington, D.C. 20037
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(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:
333-59833
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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
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None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, par value $0.01 per share
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Information with respect to the Common Stock of The Corporate Executive
Board Company (the "Company") is incorporated herein by reference to the section
captioned "Description of Capital Stock" in the Company's Registration Statement
on Form S-1 (File No. 333-59833) filed with the Securities and Exchange
Commission on July 24, 1998 (the "Form S-1 Registration Statement"), as it may
be amended from time to time. Any prospectus that contains this information and
is subsequently filed by the Company pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, is deemed to be incorporated herein by
reference.
ITEM 2. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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1. Second Amended and Restated Certificate of Incorporation of
the Company.*
2. Amended and Restated Bylaws of the Company.**
3. Specimen Common Stock Certificate.***
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* Incorporated by reference to Exhibit 3.1 to the Form S-1
Registration Statement.
** Incorporated by reference to Exhibit 3.2 to the Form S-1
Registration Statement.
***Incorporated by reference to Exhibit 4.1 to the Form S-1
Registration Statement.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Company has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: August 13, 1998 THE CORPORATE EXECUTIVE BOARD COMPANY
/s/ James J. McGongile
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By: James J. McGongile
Its: Chief Executive Officer
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