<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
IFCO SYSTEMS N.V.
(Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>
The Netherlands 3089 98-0216429
<S> <C> <C>
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code Number)
Strawinskylaan
NL-1077 ZZ N/A
Amsterdam, The Netherlands
(Address of Principal Executive (Zip Code)
Office)
</TABLE>
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 [X}
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 [_]
Securities Act registration statement file number to which this form relates:
333 - 96021
- --------------------
(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Each
to be Registered Class is to be Registered
-------------------------------- -------------------------------------
Ordinary shares, nominal value NASDAQ National Market
two euros per share Frankfurt Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
================================================================================
<PAGE>
IFCO SYSTEMS N.V.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The description of the Registrant's ordinary shares, nominal value two
euros per share, is incorporated herein by reference to the sections captioned
"Description of IFCO Systems Share Capital", "Comparison of Rights of Holders of
PalEx Common Stock and IFCO Systems Ordinary Shares" and "Share Certificates and
Transfer" in the Proxy Statement/Prospectus constituting a part of the
Registrant's Registration Statement on Form F-4 (Registration No. 333-96021)
filed with the Securities and Exchange Commission on February 2, 2000. The Proxy
Statement/Prospectus, as may hereafter be amended and filed as part of an
amendment to the Registrant's Registration Statement on Form F-4, is
incorporated herein by reference.
Item 2. Exhibits.
Pursuant to the Phase Two Recommendations of Task Force on Disclosure
Simplification, Securities Act Release 33-7431, (July 18, 1997), no exhibits are
required to be filed herewith.
<PAGE>
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, thereunto duly authorized.
IFCO SYSTEMS N.V.
By: /s/ Dr. Willy von Becker
----------------------------
Name: Dr. Willy von Becker
Title: Managing Director
Date: February 2, 2000
