<PAGE>
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
MACK-CALI REALTY CORPORATION
--------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Maryland 22-3305147
- --------------------------------------- -----------------------------------
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
11 Commerce Drive 07016
- ----------------------------------------- -----------------------------------
(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
------------------- -------------------------------
Common Stock, Par Value $0.01 Per Share Pacific Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
----
(Title of Class)
<PAGE>
Item 1. Description of Securities to be Registered.
------------------------------------------
The Registrant's authorized capital stock consists of 190,000,000 shares of
Common Stock, par value $0.01 per share, and 5,000,000 shares of Preferred
Stock, par value $0.01 per share. The description of the securities to be
registered hereby is incorporated by reference to the description contained in
the Registrant's Registration Statement No. 33-79892 on Form S-11, as originally
filed with the Securities and Exchange Commission (the "Commission") on June 7,
1994 and amended on July 19, 1994 and August 2, 9, 11, 15, 18 and 23, 1994.
Item 2. Exhibits
--------
The securities described herein are to be registered on the Pacific Exchange,
on which no other securities of the Registrant are registered. Accordingly, the
following exhibits required in accordance with Part II to the Instructions as to
the exhibits on Form 8-A have been duly filed with the Pacific Exchange:
The Registrant's Annual Report on Form 10-K (File No. 1-13274) for the
fiscal year ended December 31, 1996;
The Registrant's Quarterly Report on Form 10-Q (File No. 1-13274) for the
fiscal quarter ended September 30, 1997;
The Registrant's Proxy Statement relating to the Annual Meeting of
Shareholders held on May 15, 1997;
Amended and Restated Articles of Incorporation of the Registrant and
Articles of Amendment thereto;
By-laws of the Registrant; and
A specimen certificate of the Registrant's Common Stock.
Also in accordance with Part II to the Instructions as to the exhibits on
Form 8-A, no exhibits are filed with, or incorporated by reference in this
Registration Statement filed with the Commission.
2
<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.
MACK-CALI REALTY CORPORATION
By: /s/ Roger W. Thomas
------------------------------
Roger W. Thomas
Executive Vice President and
General Counsel
Dated: December 23, 1997
3
