SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMFORCE Corporation
(Exact name of registrant as specified in its charter)
Delaware 36-2262248
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
2001 Marcus Avenue
Lake Success, NY 11042
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1),
please check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration 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
------------------- -------------------------------
Common Stock, $.01 Par Value American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:None
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Item 1. Description of the Registrant's Securities to be Registered.
On October 10, 1985, COMFORCE Corporation (the "Company") filed with the
Securities and Exchange Commission, Form 8-A registering its common stock, par
value $0.01 per share (the "Common Stock"), on the American Stock Exchange. The
Company hereby files this Form 8-A/A, Amendment No. 1, to amend and restate the
description of the Common Stock contained in the Form 8-A.
The holders of the Common Stock are entitled to one vote per share of
record on all matters to be voted upon by stockholders. At a meeting of
stockholders at which a quorum is present, a majority of the votes cast decides
all questions, unless the matter is one upon which a different vote is required
by express provision of law or the Company's Certificate of Incorporation or
Bylaws. Cumulative voting is not permitted with respect to the election of
directors.
The holders of Common Stock have no preemptive rights and have no rights to
convert their Common Stock into any other securities. Subject to the rights of
holders of Preferred Stock, if any shares of Preferred Stock are then
outstanding, in the event of a liquidation, dissolution or winding up of the
Company, holders of Common Stock are entitled to participate equally, share for
share, in all assets remaining after payment of liabilities.
The holders of Common Stock are entitled to receive ratably such dividends
as the Board of Directors may declare out of funds legally available therefor,
when and if so declared, subject to the payment of preferential dividends with
respect to any Preferred Stock that from time to time may be outstanding. The
payment by the Company of dividends, if any, rests within the discretion of its
Board of Directors and will depend upon the Company's results of operations,
financial condition and capital expenditure plans, as well as other factors
considered relevant by the Board of Directors.
Item 2. Exhibits.
I. Exhibits
1.1* Specimen of $0.01 par value per share Common Stock Certificate of COMFORCE
Corporation.
1.2 Bylaws of the Company, as amended and restated effective as of February
26, 1997 (filed as an Exhibit to Annual Report on Form 10-K for the year
ending December 31, 1996 and incorporated herein by reference).
II. Not applicable
*Filed simultaneously under cover of Form SE.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf of the undersigned, thereto duly authorized.
COMFORCE Corporation
By /s/ Andrew Reiben
---------------------------------
Name: Andrew Reiben
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Title: Chief Accounting Officer
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Date: July 24, 1997
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EXHIBIT 1.1
[Specimen Stock Certificate]
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