FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NFO WORLDWIDE, INC.
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Delaware 06-1327424
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
2 Pickwick Plaza, Suite 400, Greenwich, Connecticut 06830-5530
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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 to be so Name of each exchange on which each
registered class is to be registered
Common Stock, par value $0.01 per share NYSE
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Page 1 of 5 Pages
Exhibit Index is Located on Page 5
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Item 1. Description of Registrant's Securities to be Registered.
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The description of the Registrant's Common Stock is incorporated by
reference to the information appearing under the caption
"Description of Capital Stock" on pages 37-40 of the Prospectus
dated February 24, 1993 that forms a part of the Registrant's
Registration Statement on Form S-1 (the "Registration Statement")
declared effective on April 7, 1993 (File No. 33-58748).
Item 2. Exhibits.
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The following exhibits shall be filed with each copy of this
registration statement filed with the NYSE, but need not be filed
with, or incorporated by reference in, copies of this registration
statement to be filed with the Securities and Exchange Commission:
1. Annual Report on Form 10-K of the Registrant for the fiscal
year ended December 31, 1996.
2.(a) Quarterly Report on Form 10-Q of the Registrant for the fiscal
quarter ended March 31, 1997.
(b) Quarterly Report on Form 10-Q of the Registrant for the fiscal
quarter ended June 30, 1997.
(c) Quarterly Report on Form 10-Q of the Registrant for the fiscal
quarter ended September 30, 1997.
3. Proxy Statement of the Registrant dated April 10, 1997 filed
pursuant to Section 14 of the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder
(File No. 000-21460).
4.(a) Restated Certificate of Incorporation of the Registrant, as
amended (incorporated by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-3 filed on
October 22, 1997 (File No. 333-38497)).
(b) Amended and Restated By-laws of the Registrant (incorporated
by reference to Exhibit 4.2 to the Registrant's registration
statement on Form S-8 declared effective on December 29, 1993
(File No. 33- 73516)).
5. Form of specimen certificate for the Registrant's Common Stock
(incorporated by reference to Exhibit 4.1 to the Registration
Statement).
Page 2 of 5 Pages
Exhibit Index is Located on Page 5
<PAGE>
6, Annual Report to Stockholders for fiscal year ended December
31, 1996.
Page 3 of 5 Pages
Exhibit Index is Located on Page 5
<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: December 12, 1997
NFO WORLDWIDE, INC.
By: /s/ David J. Gorman
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David J. Gorman,
Vice President, Assistant Treasurer and
Assistant Secretary
Page 4 of 5 Pages
Exhibit Index is Located on Page 5
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibit Numbered Page
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1. Annual Report on Form 10-K of the Registrant for the 5
fiscal year ended December 31, 1996.
2.(a) Quarterly Report on Form 10-Q of the Registrant for the
fiscal quarter ended March 31, 1997.
(b) Quarterly Report on Form 10-Q of the Registrant for the
fiscal quarter ended June 30, 1997.
(c) Quarterly Report on Form 10-Q of the Registrant for the
fiscal quarter ended September 30, 1997.
3. Proxy Statement of the Registrant dated April 10, 1997
filed pursuant to Section 14 of the Securities Act of
1933, as amended, and the rules and regulations
promulgated thereunder (File No. 000-21460).
4.(a) Restated Certificate of Incorporation of the Registrant,
as amended (incorporated by reference to Exhibit 4.1 to
the Registrant's Registration Statement on Form S-3
declared filed on October 22, 1997 (File No. 333-38497)).
(b) Amended and Restated By-laws of the Registrant
(incorporated by reference to Exhibit 4.2 to the
Registrant's registration statement on Form S-8 declared
effective on December 29, 1993 (File No. 33-73516)).
5. Form of specimen certificate for the Registrant's Common
Stock (incorporated by reference to Exhibit 4.1 to the
Registration Statement).
6. Annual Report to Stockholders for fiscal year ended
December 31, 1996.
Page 5 of 5 Pages
Exhibit Index is Located on Page 5
