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As filed with the Securities and Exchange Commission on February 08, 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DXP ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
TEXAS 76-0509661
(State of incorporation or organization) (I.R.S. Employer Identification No.)
7272 PINEMONT
HOUSTON, TEXAS 77040
(Address of principal executive offices) (Zip Code)
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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. [ ]
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. [X]
Securities to be registered pursuant to Section 12(g) 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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WARRANT NASDAQ NATIONAL MARKET
Securities Act registration statement file number to which this form relates:
333-53387
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The class of securities to be registered is the Warrants of DXP
Enterprises, Inc. (the "Registrant"). A description of the Warrants is set forth
under the caption "Description of Capital Stock - Warrants" in the preliminary
prospectus subject to completion, dated December 18, 1998 which constitutes a
part of the Registrant's Registration Statement on Form S-1 (Reg. No.
333-53387), as amended, filed by the Registrant with the Securities and Exchange
Commission under the Securities Act of 1933 (the "Securities Act"), which
description is incorporated herein by reference. Such description will be
included in a final form of prospectus to be filed by the Registrant pursuant to
Rule 424(b) under the Securities Act subsequent to the date of this Form 8-A.
Such final form of prospectus and the description of the Common Stock contained
therein shall be deemed to be incorporated herein by reference.
ITEM 2. EXHIBITS.
4.1 - Restated Articles of Incorporation, as amended (incorporated
by reference to Exhibit 4.1 to the Registrant's Registration
Statement on form S-8 (Reg. No. 333-61953), filed with the
Commission on August 20, 1998).
4.2 - Bylaws (incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-8 (Reg. No.
333-10021), filed with the Commission on August 12, 1996).
4.3 - Form of Common Stock certificate (incorporated by reference
to Exhibit 4.3 to the Registrant's Registration Statement on
Form S-8 (Reg. No. 333-61953), filed with the Commission on
August 20, 1998).
4.4 - Form of Warrant certificate (incorporated by reference to
Exhibit 4.2 to the Registrant's Amendment No. 3 to
Registration Statement on Form S-1 (Reg. No. 333-53387), filed
with the Commission on February 08, 1999).
4.5 - Form of Warrant Agreement (incorporated by reference to
Exhibit 4.3 to the Registrant's Amendment No. 3 to
Registration Statement on Form S-1 (Reg. No. 333-53387), filed
with the Commission on February 08, 1999).
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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, thereto duly authorized.
DXP ENTERPRISES, INC.
By: /s/ GARY A. ALLCORN
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Gary A. Allcorn
Senior Vice President/Finance and
Chief Financial Officer
Dated as of February 08, 1999
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