As filed with the Securities and Exchange Commission on December 20, 2005. ================================================================================ 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 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 QUANTA CAPITAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) BERMUDA N/A (State of incorporation (IRS employer or organization) identification number) CUMBERLAND HOUSE 1 VICTORIA STREET HAMILTON HM 11 BERMUDA (Address of principal executive offices, including zip code) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. | | If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. |X| Securities Act registration file number to which this form relates: 333-129255 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 ------------------- ------------------------------ Not Applicable Not Applicable Securities to be registered pursuant to Section 12(g) of the Act: 10.25% Series A Preferred Shares, par value $0.01 per share -------------------------------------------------------------------------------- (Title of Class) Item 1. Description of Registrant's Securities to be Registered. This registration statement on Form 8-A relates to the registration of the 10.25% series A preferred shares (the "Series A Preferred Shares") of Quanta Capital Holdings Ltd. (the "Company"). A description of the Series A Preferred Shares is set forth under the heading "Description of the Series A Preferred Shares" in the Prospectus Supplement filed by the Company with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on December 16, 2005. Such Prospectus Supplement shall supplement the Prospectus contained in the Company's Registration Statement on Form S-3 (File No. 333-129255), which became effective on November 2, 2005. Such Prospectus Supplement shall be deemed to be incorporated herein by reference for all purposes. Item 2. Exhibits. EXHIBIT NUMBER DESCRIPTION --------------- -------------------------------------------------------------- 3.1 Memorandum of Association of the Company (incorporated by reference from Exhibit 3.1 to the Company's Registration Statement on Form S-1 (No. 333-111535) filed on December 24, 2003). 3.2 Amended and Restated Bye-Laws of the Company (incorporated by reference from Exhibit 3.2 to the Company's Registration Statement on Form S-1 (No. 333-111535) filed on December 24, 2003). 4.1 Certificate of Designation of the 10.25% Series A Preferred Shares (incorporated by reference from Exhibit 4.1 to the Company's Current Report on Form 8-K filed on December 20, 2005). 4.2 Form of share certificate evidencing the 10.25% Series A Preferred Shares, par value $0.01 per share (incorporated by reference from Exhibit 4.2 to the Company's Current Report on Form 8-K filed on December 20, 2005). 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. QUANTA CAPITAL HOLDINGS LTD. Date: December 20, 2005 By: /s/ Robert Lippincott III --------------------------------------- Robert Lippincott III, Interim Chief Executive Officer and President EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION --------------- -------------------------------------------------------------- 3.1 Memorandum of Association of the Company (incorporated by reference from Exhibit 3.1 to the Company's Registration Statement on Form S-1 (No. 333-111535) filed on December 24, 2003). 3.2 Amended and Restated Bye-Laws of the Company (incorporated by reference from Exhibit 3.2 to the Company's Registration Statement on Form S-1 (No. 333-111535) filed on December 24, 2003). 4.1 Certificate of Designation of the 10.25% Series A Preferred Shares (incorporated by reference from Exhibit 4.1 to the Company's Current Report on Form 8-K filed on December 20, 2005). 4.2 Form of share certificate evidencing the 10.25% Series A Preferred Shares, par value $0.01 per share (incorporated by reference from Exhibit 4.2 to the Company's Current Report on Form 8-K filed on December 20, 2005).