8-A12B/A 1 a8-a12ba.txt 8-A12B/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- 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 ---------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) England N/A ------------------------------------------------ ---------------------- (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 3 Burlington Gardens, London W1X 1LE, England N/A ------------------------------------------------ ---------------------- (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 ------------------- ------------------------------- 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 ------------- * Application for the Ordinary Shares is made for listing, not for trading, in connection with the American Depositary Receipts. 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 ------- ----------- 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) 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 ----------------------- Name: Gary Rinck Title: General Counsel