<PAGE> As filed with the Securities and Exchange Commission on September 22, 1998 ================================================================================ 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 ____________________ KORN/FERRY INTERNATIONAL (Exact name of registrant as specified in charter) California 95-2623879 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 1800 Century Park East, Suite 900 Los Angeles, California 90067 (Address of Principal Executive Offices) (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), check the following box. [X] 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), check the following box. [_] ____________________ Securities Act registration statement file number to which this form relates: 333-61697 ____________________ 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 ------------------- ------------------------------ Common Stock New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None. ================================================================================
<PAGE> Item 1. Description of Registrant's Securities to be Registered. The description of the Registrant's common stock, no par value, included under the caption "Description of Capital Stock" in the prospectus forming a part of the Registrant's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 18, 1998 (Registration No. 333- 61697), including exhibits, as such Registration Statement may be subsequently amended, is hereby incorporated by reference.
<PAGE> 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, in the City of Los Angeles, State of California, on September 22, 1998. KORN/FERRY INTERNATIONAL By: /s/ ELIZABETH S.C.S. MURRAY ---------------------------------- Elizabeth S.C.S. Murray Chief Financial Officer and Executive Vice President