SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
ENCORE MARKETING INTERNATIONAL, INC.
(Exact name of Registrant as specified in its Charter)
Delaware 52-1439053
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4501 Forbes Boulevard, Lanham, Maryland 20706
(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
debt securities and is debt securities and is
effective upon filing effective simultaneously
pursuant to General Instruction with the effectiveness of a
A(c)(1), please check the 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:
None.
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value.
(Title of Class)<PAGE>
This Form 8-A is being filed to reflect that the
Common Stock, $.01 par value (the "Common Stock") of Encore Marketing
International, Inc. (the "Registrant") is no longer traded on the
American Stock Exchange Emerging Company Marketplace.
Accordingly, the Common Stock will now be registered pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") as opposed to Section 12(b) of the Exchange
Act.
Item 1. Description of Registrant's Securities to be Registered.
Incorporated herein by reference are the descriptions of the
Registrant's Common Stock and related matters set forth under the
headings "Description of Capital Stock" and "Dividend Policy,"
respectively, in the Registrant's Form 10, File Nos. 1-11636 and
0-21050, filed with the Securities and Exchange Commission in
March 1993, as amended (the "Form 10").
Item 2. Exhibits
Exhibit
3.1 Restated Certificate of Incorporation of the
Registrant 1
3.2 Amended By-Laws of the Registrant 2
4.3 Specimen Common Stock Certificate 2
99.1 Form 103
1 Incorporated by reference to Exhibit 3.1 of the
Registrant's Form 10-K for the fiscal year ended May 31, 1994.
2 Incorporated by reference to the Exhibit of the same
number filed with Exhibit 99.1.
3 Previously filed with the Securities and Exchange
Commission.<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, thereto duly authorized.
Date: September 12, 1996
ENCORE MARKETING INTERNATIONAL, INC.
By: /S/
Stephen Klein
Executive Vice President
