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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
MARKET FACTS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 36-2061602
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(State of Incorporation or Organization) (IRS Employer
Identification No.)
3040 West Salt Creek Lane, Arlington Heights, Illinois 60005
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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 debt registration of a class of debt
securities and is effective upon securities and is to become effective
filing pursuant to General simultaneously with the effectiveness
Instruction A(c)(1) please check the of a concurrent registration
following box. [_] statement under the Securities Act of
1933 pursuant to General Instruction
A(c)(2) please check the following
box. [_]
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 None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
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(Title of Class)
Exhibit Index appears on Page 5.
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Item 1. Description of Securities to be Registered
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On May 4, 1999, Aegis Acquisition Corp., a Delaware corporation
("Purchaser") and an indirect wholly owned subsidiary of Aegis Group plc, a
corporation incorporated under the laws of England and Wales ("Parent"),
commenced an offer to purchase all of the outstanding shares of Common Stock,
par value $1.00 per share ("the Shares"), of Market Facts, Inc., a Delaware
corporation (the "Registrant"), at $31.00 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated May 4, 1999 and in the related Letter of Transmittal (which,
as amended or supplemented from time to time, together constitute the
"Offer").
The Offer is being made pursuant to an Agreement and Plan of Merger,
dated as of April 29, 1999 (the "Merger Agreement"), by and among the
Registrant, Parent and Purchaser. The Merger Agreement provides, among other
things, for the commencement of the Offer by Purchaser and further provides
that, as promptly as practicable following the purchase of Shares pursuant to
the Offer and the approval and adoption of the Merger Agreement by the
stockholders of the Registrant, if required by applicable law, and the
satisfaction or waiver of certain other conditions set forth therein,
Purchaser will be merged with and into the Registrant, with the Registrant
continuing as the surviving corporation and becoming an indirect wholly owned
subsidiary of Parent.
Simultaneously with entering into the Merger Agreement, MFI Investors,
L.P., and certain of its affiliates and certain senior executives of the
Registrant (the "Selling Stockholders"), entered into an Option and Voting
Agreement, dated as of April 29, 1999, with Parent (the "Option Agreement").
Pursuant to the Option Agreement, the Selling Stockholders agreed, among
other things, (i) to sell to Parent or its permitted assign 2,760,484 Shares
(30.7% of the Shares, on a fully diluted basis, after giving effect to the
exercise to vested employee options) at a price of $31.00 per Share, (ii) not
to tender such Shares into the Offer without Parent's consent, and (iii) to
vote such Shares and all shares of Series B Preferred Stock, no par value
held by the Selling Stockholders in favor of the Merger, in each case upon
the terms and subject to conditions and limitations set forth in the Option
Agreement.
In connection with the Merger Agreement the Registrant has further
amended the Rights Agreement dated as of July 26, 1989 (the "Rights
Agreement") between the Registrant and First Chicago Trust Company of New
York, as amended by a First Amendment to Rights Agreement dated as of June 5,
1996, by a Second Amendment to the Rights Agreement dated as of April 29,
1999 (the "Second Amendment") so that the execution and delivery of the
Merger Agreement and the Option Agreement, and the consummation of the
transactions contemplated thereby, including the Offer and the purchase of
Shares pursuant thereto, will not result in Parent, Purchaser or any of their
affiliates becoming an Acquiring Person (as defined in the Rights Agreement),
or (ii) the occurrence of a Distribution Date or a Shares Acquisition Date
(each as defined in the Rights Agreement).
A copy of the Second Amendment is attached as Exhibit 99(c)(3) to the
Registrant's Solicitation/Recommendation Statement on Schedule 14D-9 dated
May 6, 1999 and is incorporated
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herein by reference. The foregoing description of the Second Amendment does
not purport to be complete and is qualified in its entirety by reference to
the Second Amendment.
The Registrant incorporates herein by reference the Rights Agreement,
dated July 26, 1989, between the Registrant and First Chicago Trust Company
of New York, as Rights Agent, and the First Amendment to Rights Agreement
dated as of June 5, 1996 by and between the Registrant and First Chicago
Trust Company of New York, both of which were filed on July 12, 1996 as an
exhibit to the Registrant's Form 8-A.
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Item 2. Exhibits.
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(2.1) Second Amendment to Rights Agreement dated as of April 29, 1999 by and
between the Registrant and First Chicago Trust Company of New York
(incorporated by reference to Exhibit 99(c)(3) to the Registrant's
Solicitation/Recommendation Statement on Schedule 14D-9 dated May 6,
1999).
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SIGNATURES
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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, hereunto duly authorized.
MARKET FACTS, INC.
Dated: May 12, 1999 By: /s/ Timothy J. Sullivan
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Timothy J. Sullivan
Senior Vice President
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EXHIBIT INDEX
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Exhibit No. Description
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(2.1) Second Amendment to Rights Agreement dated as of April 29,
1999 by and between the Registrant and First Chicago Trust
Company of New York (incorporated by reference to Exhibit
99(c)(3) to the Registrant's Solicitation/Recommendation
Statement on Schedule 14D-9 dated May 6, 1999).
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