BACOU USA INC
8-A12B, 1998-07-17
OPHTHALMIC GOODS
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                                    FORM 8-A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           -------------------------

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                 BACOU USA, INC.
             (Exact name of registrant as specified in its charter)

                 DELAWARE                               05-470688
  (State of incorporation or organization)           (I.R.S. Employer
                                                    Identification No.)


     10 THURBER BOULEVARD, SMITHFIELD, RI                  02917
   ---------------------------------------------------------------------------
    (Address of principal executive offices)            (Zip Code)

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, $.001 Par Value                New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:

                                      NONE
                                (Title of Class)


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ITEM 1.       DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

              COMMON STOCK, $.001 PAR VALUE

          The capital stock of Bacou USA, Inc. (the  "Company" or  "Registrant")
          to  be  registered  on  the  New  York  Stock   Exchange,   Inc.  (the
          "Exchange"),  is the  Registrant's  Common  Stock  with a par value of
          $.001 per share.  Holders of Common Stock are entitled to one vote per
          share at all meetings of stockholders.  Dividends that may be declared
          on the Common  Stock will be paid in an equal  amount to the holder of
          each share.  No  pre-emptive  rights are conferred upon the holders of
          such stock and there are no liquidation or conversion  rights. Nor are
          there  any  redemption  or  sinking  fund  provisions  and there is no
          liability to further calls or to assessments by the Registrant.

ITEM 2.   EXHIBITS

          1. All exhibits  required by Instruction II to Item 2 will be supplied
          to the New York Stock Exchange.



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                                   SIGNATURES

     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.

                                         (Registrant)


                                         By: /S/ PHILIP B. BARR, JR.
                                         _____________________________________
                                         Title:  Executive Vice President


Dated:  July        , 1998


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