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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
Education Management Corporation
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1119571
(State of incorporation or organization) (I.R.S. employer
identification no.)
300 Sixth Avenue
Pittsburgh, Pennsylvania 15222
(Address of principal executive offices) (Zip code)
If this form relates to the If this form relates to
registration of a class of the registration of a
debt securities and is class of debt securities
effective upon filing and is to become effective
pursuant to General simultaneously with the
Instruction A(c)(1) please effectiveness of a
check the following box. 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
to be so registered which each class is to
be registered
___________________________ ____________________________
____________________________ ____________________________
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
(Title of class)
Preferred Share Purchase Rights
(Title of class)
Page 1 of 4 pages.
Exhibit Index appears on page 4.
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be
Registered.
This Registration Statement relates to the Common Stock,
$.01 par value (the "Common Stock"), and the Preferred Share
Purchase Rights (the "Rights") to be issued by Education
Management Corporation, a Pennsylvania corporation (the
"Company"). The information required by this Item with respect
to the Common Stock and the Rights is set forth under the caption
"Description of Capital Stock" on pages 55 to 57 of the form of
prospectus dated August 19, 1996 that is a part of the Company's
Registration Statement on Form S-1, File No. 333-10385 (the "S-1
Registration Statement"), filed with the Securities and Exchange
Commission on August 19, 1996, which description is hereby
incorporated herein by reference in its entirety.
Item 2. Exhibits.
The following exhibits will be filed by means of an
amendment hereto or are incorporated by reference as part of this
Registration Statement.
Exhibit Description
------- -----------
1 Specimen of Certificate of Common Stock, $.01 par value
(to be filed by amendment)
2 Amended and Restated Articles of Incorporation of
Education Management Corporation (incorporated by
reference from Exhibit 3.01(b) to the S-1 Registration
Statement)
3 Restated By-Laws of Education Management Corporation
(incorporated by reference from Exhibit 3.02(b) to the
S-1 Registration Statement)
4 Form of Rights Agreement, dated August ___, 1996,
between Education Management Corporation and [Trust
Company] (incorporated by reference from Exhibit 4.05
to the S-1 Registration Statement)
2
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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.
Education Management Corporation
By:_____________________________
Name: Robert T. McDowell
Title: Senior Vice President and
Chief Financial Officer
Date: September ___, 1996
3
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EXHIBIT INDEX
Exhibit Description Method of Filing
------- ----------- ----------------
1 Specimen of Certificate of Common To be filed by
Stock, $.01 par value amendment
2 Amended and Restated Articles of Incorporated by
Incorporation of Education Management reference from
Corporation Exhibit 3.01(b)
to the S-1
Registration
Statement
3 Restated By-Laws of Education Incorporated by
Management Corporation reference from
Exhibit 3.02(b)
to the S-1
Registration
Statement
4 Form of Rights Agreement, dated Incorporated by
August ___, 1996, between reference from
Education Management Corporation Exhibit 4.05 to
and [Trust Company] t h e S - 1
Registration
Statement
4
