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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 (g) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
DIVERSIFIED CORPORATE RESOURCES, INC.
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(Exact name of registrant as specified in its charter)
Texas 75-1565578
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(State of incorporation or (IRS Employer
organization) Identification No.)
12801 N. Central Expressway, Suite 350
Dallas, TX 75243
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(Address of principal executive offices) (Zip Code)
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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Common Stock American Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Title of Class
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Common Stock, par value $.10 per share, of
Diversified Corporate Resources, Inc. (the "Registrant") to be registered
hereunder is set forth under the caption "Description of Capital Stock" in the
Prospectus (the "Prospectus") included in the Registration Statement on Form S-1
(Commission File No. 333-31825) initially filed by the Registrant with the
Securities and Exchange Commission (the "Commission") on July 22, 1997, as
amended by Amendment No. 1 to the Registration Statement on Form S-1 as filed
with the Commission on September 2, 1997, and as amended by Amendment No. 2
to the Registration Statement on Form S-1 as filed with the Commission on
September 30, 1997 (the "Registration Statement"). The Registration Statement,
including the Prospectus, is incorporated herein by reference.
ITEM 2. EXHIBITS
1. Articles of Incorporation of the Registrant, as amended (filed as
Exhibit 3.1 to the Registration Statement).
2. Bylaws of the Registrant (filed as Exhibit 3.3 to the
Registration Statement).
3. Form of specimen stock certificate for shares of Common Stock.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated as of September 30, 1997
DIVERSIFIED CORPORATE RESOURCES, INC.
By: /s/ M. Ted Dillard
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Name: M. Ted Dillard
Title: President
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EXHIBIT INDEX
EXHIBIT SEQUENTIALLY
NO. EXHIBIT DESCRIPTION NUMBER PAGE
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1. Articles of Incorporation of the Registrant, as amended
(filed as Exhibit 3.1 to the Registration Statement).
2. Bylaws of the Registrant (filed as Exhibit 3.3 to the
Registration Statement).
3. Form of specimen stock certificate for shares of Common
Stock.
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SPECIMEN
CERTIFICATE OF STOCK
INCORPORATED UNDER THE LAWS
OF THE STATE OF TEXAS
NUMBER DIVERSIFIED SHARES
DC CORPORATE RESOURCES,
INC.
COMMON CUSIP 255153 10 8
THIS CERTIFICATE IS TRANSFERABLE
IN CHICAGO, ILLINOIS OR NEW YORK, NEW YORK SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK,
PAR VALUE $.10 PER SHARE, OF
DIVERSIFIED CORPORATE RESOURCES, INC.
transferable on the books of the Corporation by the holder hereof in person,
or by duly authorized attorney, upon surrender of this Certificate properly
endorsed. This Certificate is not valid unless countersigned by the Transfer
Agent and registered by the Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
Dated: COUNTERSIGNED AND REGISTERED:
HARRIS TRUST AND SAVINGS BANK
/s/ J. MICHAEL MOORE TRANSFER AGENT
CHAIRMAN OF THE BOARD AND REGISTRAR
[SEAL]
/s/ M. TED DILLARD BY
SECRETARY AUTHORIZED SIGNATURE
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DIVERSIFIED CORPORATE RESOURCES, INC.
Pursuant to Article X of the Articles of Incorporation and all amendments
thereto on file with the Secretary of State of the State of Texas, the holder
of the shares of common stock represented by this Certificate is expressly
denied any and all preemptive or preferential rights to receive, purchase or
subscribe to unissued or treasury shares of any class of stock (whether now
or hereafter authorized) of the Corporation.
Pursuant to Article IX of the Articles of Incorporation on file with the
Secretary of State of the State of Texas, the holder of the shares of common
stock represented by this Certificate shall have no rights to cumulate votes
for the election of directors of the Corporation.
Pursuant to Article IV of the Articles of Incorporation on file with the
Secretary of State of the State of Texas, the Corporation is authorized to
issue more than one class of stock or series thereof and will furnish to the
holder of this Certificate, without charge on written request to the
Corporation at its principal place of business a full statement of the
powers, designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof which the
Corporation is authorized to issue and the qualifications, limitations or
restrictions of such preferences and/or rights.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT--__________Custodian_________
(Cust) (Minor)
TEN ENT--as tenants by the entireties Under Uniform Gifts to Minors
JT TEN--as joint tenants with right of
survivorship and not as tenants Act________________________
in common (State)
Additional abbreviations may also be used though not in the above list.
For Value Received,________________________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
______________________________________
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
__________________________________________________________________________SHARES
REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY CONSTITUTE
AND APPOINT ____________________________________________________________________
________________________________________________________________________________
ATTORNEY TO TRANSFER THE SAID SHARES ON THE BOOKS OF THE WITHIN-NAMED
CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.
DATED, _________________________________
X _____________________________________
NOTICE: (SIGNATURE)
THE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME(S) AS X _____________________________________
WRITTEN UPON THE FACE OF THE (SIGNATURE)
CERTIFICATE IN EVERY PARTICULAR
WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE PROGRAM), PURSUANT TO S.E.C.
RULE 17Ad-15.
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SIGNATURE(S) GUARANTEED BY:
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