SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CHICAGO MERCANTILE EXCHANGE HOLDINGS INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 36-4459170
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
30 South Wacker Drive, Chicago, Illinois 60606
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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 securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. |X| box. |_|
Securities Act registration statement file number to which this form relates: 333-90106
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(If applicable)
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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Class A common stock, par value $.01 per share New York Stock Exchange
Series A Junior Participating Preferred Stock
Purchase Rights (rights are attached to the Class A
common stock)
Securities to be registered pursuant to Section 12(g) of the Act:
None.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
For a description of the securities to be registered hereunder,
reference is made to the information set forth under the heading "Description of
Capital Stock" in the Registrant's Prospectus, which constitutes part of the
Registrant's Registration Statement on Form S-1, as amended (File No.
333-90106), filed under the Securities Act of 1933, as amended, which
information is hereby incorporated herein by reference.
ITEM 2. EXHIBITS. The following documents are filed as exhibits to this
registration statement.
1. Amended and Restated Certificate of Incorporation of Chicago
Mercantile Exchange Holdings Inc. (incorporated by reference to
Exhibit 3.1 to Chicago Mercantile Exchange Holdings Inc.'s
Current Report on Form 8-K, filed with the SEC on December 4,
2001, File No. 0-33379).
2. Certificate of Amendment to the Amended and Restated Certificate
of Incorporation of Chicago Mercantile Exchange Holdings Inc.
(incorporated by reference to Exhibit 3.2 to Chicago Mercantile
Exchange Holdings Inc.'s Current Report on Form 8-K, filed with
the SEC on May 16, 2002, File No. 0-33379).
3. Second Amended and Restated Bylaws of Chicago Mercantile Exchange
Holdings Inc. (incorporated by reference to Exhibit 3.3 to
Chicago Mercantile Exchange Holdings Inc.'s Current Report on
Form 8-K, filed with the SEC on May 16, 2002, File No. 0-33379).
4. Rights Agreement, dated as of November 30, 2001, between Chicago
Mercantile Exchange Holdings Inc. and Mellon Investor Services,
LLC (incorporated by reference to Exhibit 4.1 to Chicago
Mercantile Exchange Holdings Inc.'s Form 8-A, filed with the SEC
on December 4, 2001).
5. First Amendment to Rights Agreement, dated as of November 13,
2002, between Chicago Mercantile Exchange Holdings Inc., Mellon
Investor Services, LLC and Computershare Investor Services, LLC.
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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, thereunto duly authorized.
Dated: November 29, 2002 CHICAGO MERCANTILE EXCHANGE
HOLDINGS INC.
By: /s/ C.S. Donohue
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Name: Craig S. Donohue
Title: Executive Vice President and
Chief Administrative Officer