8-A12B 1 may2102_8a12b.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 MORGAN STANLEY DEAN WITTER & CO. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) DELAWARE 36-3145972 ---------------------------------------- ----------------------------------- (State of Incorporation or Organization) (IRS Employer Identification no.) 1585 Broadway, New York, New York 10036 ---------------------------------------- ----------------------------------- (Address of Principal Executive Offices) (Zip Code) If this Form relates to the registration of a class of If this Form relates to the registration of a class securities pursuant to Section 12(b) of the Exchange Act of securities pursuant to Section 12(g) of the and is effective pursuant to General Instruction A.(c), Exchange Act and is effective pursuant to General please check the following box. [X] Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this form relates: 333-47576 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 ---------------------------------------- ------------------------------------- Medium-Term Notes, Series C, 10% SPARQS THE AMERICAN STOCK EXCHANGE due November 30, 2003 Securities to be registered pursuant to Section 12(g) of the Act: None -------------------------------------------------------------------------------- (Title of Class) ================================================================================ Item 1. Description of the Registrant's Securities to be Registered. The title of the class of securities to be registered hereunder is: "Medium-Term Notes, Series C, 10% Stock Participation Accreting Redemption Quarterly-pay Securities due November 30, 2003 (Mandatorily Exchangeable for Shares of Common Stock of Qualcomm Incorporated) (the "SPARQS"). A description of the SPARQS is set forth under the caption "Description of Debt Securities" in the prospectus included within the Registration Statement of Morgan Stanley Dean Witter & Co. (the "Registrant") on Form S-3 (Registration No. 333-47576) (the "Registration Statement"), as supplemented by the information under the caption "Description of Notes" in the prospectus supplement dated January 24, 2001 and filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Act"), which description is incorporated herein by reference, and as further supplemented by the description of the SPARQS contained in the pricing supplement dated May 21, 2002 to be filed pursuant to Rule 424(b) under the Act, which contains the final terms and provisions of the SPARQS and is hereby deemed to be incorporated by reference into this Registration Statement and to be a part hereof. Item 2. Exhibits. The following documents are filed as exhibits hereto: 4.1 Proposed form of Global Note evidencing the SPARQS. Page 2 of 4 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. MORGAN STANLEY DEAN WITTER & CO. (Registrant) Date: May 21, 2002 By: /s/ Martin M. Cohen -------------------------------- Martin M. Cohen Assistant Secretary and Counsel Page 3 of 4 INDEX TO EXHIBITS Exhibit No. Page No. 4.1 Proposed form of Global Note evidencing the SPARQS A-1 Page 4 of 4