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UNITED STATES
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 (G) OF
THE SECURITIES EXCHANGE ACT OF 1934
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LUMINANT WORLDWIDE CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 75-2783690
(State of incorporation (I.R.S. Employer Identification No.)
or organization)
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<S> <C>
4100 SPRING VALLEY ROAD, SUITE 750 75244
DALLAS, TEXAS (Zip code)
(972) 404-5167
(Address of principal executive offices)
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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:
333-80161
Securities to be registered pursuant to section 12(b) of the Act:
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NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH EACH CLASS IS
TO BE SO REGISTERED TO BE REGISTERED
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None Not applicable
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
For a description of the common stock, $.01 par value, of the Registrant
(the "Common Stock") being registered hereunder reference is hereby made to the
information under the heading "Description of Capital Stock--Common Stock" of
the Registrant's Prospectus forming a part of the Registrant's Registration
Statement on Form S-1 (File No. 333-80161) filed with the Securities and
Exchange Commission on June 8, 1999, including any amendments thereto (the
"Registration Statement"). The aforementioned description in the Prospectus is
hereby incorporated by reference herein and made a part of this registration
statement.
ITEM 2. EXHIBITS
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EXHIBIT
NO. EXHIBIT
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1. Certificate of Incorporation of Registrant, incorporated herein by reference from Exhibit 3.1 to the
Registration Statement.
2. Amendment to Certificate of Incorporation of Registrant, incorporated herein by reference from Exhibit
3.2 to the Registration Statement.
3. Second Amendment to Certificate of Incorporation of Registrant, incorporated herein by reference from
Exhibit 3.3 to the Registration Statement.
4. Third Amendment to Certificate of Incorporation of Registrant, incorporated herein by reference from
Exhibit 3.4 to the Registration Statement.
5. Fourth amendment to Certificate of Incorporation of Registrant, incorporated herein by reference from
Exhibit 3.5 to the Registration Statement.
6. Form of Amended and Restated Certificate of Incorporation of the Registrant to be in effect upon closing
of the offering made under this Registration Statement, incorporated herein by reference from Exhibit 3.6
to the Registration Statement.
7. By-Laws of Registrant, incorporated herein by reference from Exhibit 3.7 to the Registration Statement.
8. Form of Amended and Restated By-Laws of the Registrant to be in effect upon closing of the offering made
under this Registration Statement, incorporated herein by reference from Exhibit 3.8 to the Registration
Statement.
9. Form of Common Stock Certificate, incorporated herein by reference from Exhibit 4.1 to the Registration
Statement.
10. Agreement and Irrevocable Proxy by and between Commonwealth Principals II, LLC and Richard M. Scruggs,
dated as of July 23, 1999, incorporated herein by reference from Exhibit 9.1 to the Registration
Statement.
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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.
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<S> <C> <C>
LUMINANT WORLDWIDE CORPORATION
Date: August 9, 1999 By: /s/ GUILLERMO G. MARMOL
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Guillermo G. Marmol
Chief Executive Officer and President
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EXHIBIT INDEX
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EXHIBIT
NO. EXHIBIT
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1. Certificate of Incorporation of Registrant, incorporated herein by reference from Exhibit 3.1 to the
Registration Statement.
2. Amendment to Certificate of Incorporation of Registrant, incorporated herein by reference from Exhibit
3.2 to the Registration Statement.
3. Second Amendment to Certificate of Incorporation of Registrant, incorporated herein by reference from
Exhibit 3.3 to the Registration Statement.
4. Third Amendment to Certificate of Incorporation of Registrant, incorporated herein by reference from
Exhibit 3.4 to the Registration Statement.
5. Fourth amendment to Certificate of Incorporation of Registrant, incorporated herein by reference from
Exhibit 3.5 to the Registration Statement.
6. Form of Amended and Restated Certificate of Incorporation of the Registrant to be in effect upon closing
of the offering made under this Registration Statement, incorporated herein by reference from Exhibit 3.6
to the Registration Statement.
7. By-Laws of Registrant, incorporated herein by reference from Exhibit 3.7 to the Registration Statement.
8. Form of Amended and Restated By-Laws of the Registrant to be in effect upon closing of the offering made
under this Registration Statement, incorporated herein by reference from Exhibit 3.8 to the Registration
Statement.
9. Form of Common Stock Certificate, incorporated herein by reference from Exhibit 4.1 to the Registration
Statement.
10. Agreement and Irrevocable Proxy by and between Commonwealth Principals II, LLC and Richard M. Scruggs,
dated as of July 23, 1999, incorporated herein by reference from Exhibit 9.1 to the Registration
Statement.
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