UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Pacer International, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Tennessee 62-0935669
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
2300 Clayton Road, Suite 1200 Concord, California 94520
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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
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box. [_] following box. [X]
Securities Act registration statement file number to which this form relates:
333-53700
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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_________________________________________ ___________________________________
_________________________________________ ___________________________________
_________________________________________ ___________________________________
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value per share
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(Title of Class)
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(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The description under the heading "Description of Capital Stock" relating
to the Registrant's Common Stock, $0.01 par value per share, in the Prospectus
included in the Registrant's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission (the "Registration Statement on Form S-1")
(File No. 333-52712), as amended from time to time, is incorporated herein by
reference.
Item 2. Exhibits.
The following exhibits are filed herewith (or incorporated by reference as
indicated below):
1. Amended and Restated Charter of the Registrant incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement on
Form S-1.
2. Form of Articles of Amendment of Charter incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on Form S-1.
3. Form of Second Amended and Restated Charter of the Registrant
incorporated by reference to Exhibit 3.3 to the Company's Registration
Statement on Form S-1.
4. Amended and Restated Bylaws of the Registrant incorporated by
reference to Exhibit 3.4 to Company's Registration Statement on Form
S-1.
5. Second Amended and Restated Bylaws of the Registrant incorporated by
reference to Exhibit 3.5 to the Company's Registration Statement on
Form S-1.
6. Form of Certificate for Common Stock incorporated by reference to
Exhibit 3.6 to the Company's Registration Statement on Form S-1.
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.
Pacer International, Inc.
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(Registrant)
Date May 20, 2002 By /s/ Larry C. Yarberry
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Lawrence C. Yarberry, Chief Financial Officer
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