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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO
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
PEARSON PLC
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(Exact Name of Registrant as Specified in Its Charter)
England N/A
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
3 Burlington Gardens, London W1X 1LE, England N/A
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(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
debt securities and is securities and is to become
effective upon filing effective simultaneously with the
pursuant to General effectiveness of a concurrent
Instruction A(c)(1) please registration statement under the
check the following box. Securities Act of 1933 pursuant
/ / to General Instruction A(c)(2)
please check the following box. / /
Securities Act Registration Statement file to which this form relates: 333-43198
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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American Depositary Receipts New York Stock Exchange
Ordinary Shares,
par value 25 pence* New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
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* Application for the Ordinary Shares is made for listing, not for trading,
in connection with the American Depositary Receipts.
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
American Depositary Shares
American Depositary Shares (the "ADSs") of Pearson plc (the
"Registrant") are represented by American Depositary Receipts (the
"ADRs") each of which represent the right to receive one Ordinary
Share, nominal value 25 pence, of Pearson plc (the "Registrant"). A
description of the ADSs is set forth (i) under the caption "Description
of American Depositary Shares" contained in the Registrant's
Registration Statement on Form F-1 (Registration No. 333-43198) as
filed with the Securities and Exchange Commission on August 7, 2000
(the "Registration Statement") and (ii) in the Amended Deposit
Agreement with The Bank of New York filed as Exhibit 4.2 to the
Registration Statement and is hereby incorporated by reference in
response to this item.
Ordinary Shares
A description of the Registrant's Ordinary Shares, par value 25 pence,
is set forth (i) under the capiton "Description of Share Capital"
contained in the Registration Statement and (ii) in the Memorandum and
Articles of Association of the Registrant filed as Exhibits 3.1 and
3.2 to the Registration Statement and is hereby incorporated by
reference in response to this item.
ITEM 2. EXHIBITS
The following documents are being filed as exhibits to the Registration
Statement:
Exhibit
Number Description
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1 Registrant's Registration Statement on Form F-1 (Registration
No. 333-43198)
2 Memorandum of Association of Pearson plc (incorporated by
reference to Exhibit 3.1 to the Registration Statement)
3 Articles of Association of Pearson plc (incorporated by
reference to Exhibit 3.2 to the Registration Statement)
4 Amended Deposit Agreement (incorporated by reference to
Exhibit 4.2 to the Registration Statement)
5 Specimen ADR (incorporated by reference to Exhibit 4.2 to the
Registration Statement)
6 Specimen Ordinary Share, par value 25 pence (incorporated by
reference to Exhibit 4.1 to the Registration Statement)
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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, thereto duly authorized.
PEARSON PLC
Date: August 30, 2000 By: /s/ Gary Rinck
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Name: Gary Rinck
Title: General Counsel
