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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
MORGAN STANLEY DEAN WITTER SPECTRUM CURRENCY L.P.
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(Exact name of Registrant as specified in its Certificate of
Limited Partnership)
Delaware 13-4084211
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(State of organization) (IRS Employer Identification No.)
c/o Demeter Management Corporation
Two World Trade Center, 62nd Floor, New York, New York 10048
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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), 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), check the following box. [X]
Securities Act registration statement file number to which this form
relates: 333-90485
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange of which
to be so registered each class is 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:
Units of Limited Partnership Interest
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(Title of class)
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Page 1 of 5 Pages
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ITEM 1. Description of Registrants' Securities to be Registered.
Reference is hereby made to:
(a) Registrant's Registration Statement on Form S-1 (including all
exhibits thereto) registering 15,000,000 Units of Limited Partnership Interest
("Units") of Morgan Stanley Dean Witter Spectrum Currency L.P. (the
"Registrant"), which was filed with the Securities and Exchange Commission (the
"Commission) on November 5, 1999 (SEC File No. 333-90485) ("Registration
Statement").
(b) Pre-Effective Amendment No. 1 to the Registrants' Registration
Statement (including all exhibits thereto), which was filed with the Commission
on December 28, 1999.
(c) Pre-Effective Amendment No. 2 to the Registrants' Registration
Statement (including all exhibits thereto), which was filed with the Commission
on February 10, 2000.
(d) Pre-Effective Amendment No. 3 to the Registrants' Registration
Statement (including all exhibits thereto), which reduced the number of
registered Units to 12,000,000 Units, was filed with the Commission on February
18, 2000.
(e) Post-Effective Amendment No. 1 to the Registrants' Registration
Statement (including all exhibits thereto), which was filed with the Commission
on June 2, 2000.
Items (a)-(g) are hereby incorporated herein by reference.
In addition, pursuant to paragraph (d) of Item 202 of Regulation
S-K, specific reference is hereby made to the following:
1. For a discussion of the rights comparable to "dividend rights"
(paragraph (a)(1)(i) of Item 202), see "The Limited
Partnership Agreements - Nature of the Partnerships" and "The
Limited Partnership Agreements - Management of Partnership
Affairs" beginning on page 70 and 71, respectively, of the
Registrant's Prospectus dated March 6, 2000 (the
"Prospectus"); and Section 7(h) of the Limited Partnership
Agreement of the Registrant, a form of which is attached as
Exhibit A to the Prospectus (the "Limited Partnership
Agreement").
2. For a discussion of "redemption provisions" (paragraph
(a)(1)(iv) of Item 202), see "Redemptions" beginning on page
66 of the Prospectus; and Section 10(b) of the Limited
Partnership Agreement.
3 For a discussion of "voting rights" (paragraphs (a)(1)(v) and
(a)(2) of Item 202), see "The Limited Partnership Agreements -
Management of Partnership Affairs" and "The Limited
Partnership Agreements - Amendments; Meetings" beginning on
pages 71 and 72, respectively, of the Prospectus; and Section
15 of the Limited Partnership Agreement.
Page 2 of 5 Pages
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4. For a discussion of the rights comparable to "liquidation
rights" (paragraph (a)(1)(vii) of Item 202), see "The Limited
Partnership Agreements - Nature of the Partnerships" beginning
on page 70 of the Prospectus; and Sections 4(a) and 4(b) of
the Limited Partnership Agreement.
5. For a discussion of the matters comparable to "liabilities to
further calls or to assessment" (paragraph (a)(1)(ix) of Item
202), see "The Limited Partnership Agreements - Nature of the
Partnerships" beginning on page 70 of the Prospectus; and
Section 7(f) of the Limited Partnership Agreement.
6. For a discussion of the "restrictions on alienability"
(paragraph (a)(1)(x) of Item 202), see "The Limited
Partnership Agreements - Restrictions on Transfers or
Assignments" beginning on page 71 of the Prospectus; and
Section 10(a) of the Limited Partnership Agreement.
7. For a discussion of the "modification of rights of holders"
(paragraph (a)(2) of Item 202), see "The Limited Partnership
Agreements - Amendments; Meetings" beginning on page 72 of the
Prospectus; and Section 15(a) of the Limited Partnership
Agreement.
8. For a discussion of restrictions on "change in control of the
Registrant" (paragraph (a)(5) of Item 202), see "The Limited
Partnership Agreements - Amendments; Meetings" beginning on
page 72 of the Prospectus; and Section 15(c) of the Limited
Partnership Agreements.
Paragraphs (a)(1)(ii), (iii), (vi), (viii), (xi), and (a)(3), and
(a)(4), (b), (c), (e) and (f) of Item 202 are not applicable.
Page 3 of 5 Pages
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ITEM 2. Exhibits
Reference is hereby made to:
(a) The Registrant's form of Limited Partnership Agreement, annexed
to the Prospectus as Exhibit A, which was filed with the Commission pursuant to
Rule 424(b)(3) of the Securities Act of 1933, as amended, on March 9, 2000.
Item (a) is hereby incorporated herein by reference.
The units of Limited Partnership Interest of the Registrant are not
evidenced in certificate form but are evidenced on the Registrant's books as
maintained by Demeter Management Corporation, the general partner of the
Registrant; see Section 6 of the Limited Partnership Agreement and "Acceptance
of the Limited Partnership Agreements" in the form of Subscription and Exchange
Agreement and Power of Attorney on page B-4 of the Prospectus.
Page 4 of 5 Pages
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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.
MORGAN STANLEY DEAN WITTER SPECTRUM CURRENCY L.P.
By: DEMETER MANAGEMENT CORPORATION
General Partner
By: /s/ Robert E. Murray
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Robert. E. Murray
President
Dated: September 19, 2000
Page 5 of 5 Pages
