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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DPEC, INC.
(Exact name of Registrant as specified in its charter)
OHIO 31-1015427
(State of Incorporation or organization) (IRS Employer Identification No.)
851 WEST THIRD AVENUE
COLUMBUS, OHIO 43212
(Address of Principal Executive Offices)
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Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
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NONE
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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 Act registration file number to which this form
relates: 333-87273
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON SHARES, WITHOUT PAR VALUE
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the Registrant's Common Shares set forth
under the heading "DESCRIPTION OF CAPITAL STOCK" in the
Prospectus included in the Registration Statement on Form S-1
(File No. 333-87273), as originally filed or subsequently
amended, which Registration Statement was originally filed
with the Securities and Exchange Commission by the Registrant
on September 17, 1999, is incorporated herein by reference.
Item 2. EXHIBITS
The following exhibits are filed as part of this Registration
Statement:
3.1* Amended and Restated Articles of Incorporation, as
amended, of DPEC, Inc.
3.1.2* Proposed form of Second Amended and Restated Articles
of Incorporation of DPEC, Inc.
3.2* Amended and Restated Code of Regulations of
DPEC, Inc.
3.2.2* Proposed form of Second Amended and Restated Code of
Regulations of DPEC, Inc.
4.1* Form of Stock Certificate for Common Shares of
DPEC, Inc.
10.7* Registration Rights Agreement, dated May 10, 1996, by
and among Carol A. Clark, Frances Papalios, Gary W.
Qualmann, their respective trusts and DPEC, Inc.
10.8* Amended and Restated Registration Rights Agreement,
dated August 27, 1999, by and among River Cities
Capital Fund II Limited Partnership, JG Funding, LLC,
Saunders Capital Group, LLC, Irving W. Bailey II and
DPEC, Inc.
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* Incorporated herein by reference to the exhibits of the same number in the
Registrant's Registration Statement on Form S-1 (File No. 333-87273).
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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.
DPEC, INC.
Date: October 7, 1999 By: /s/ Gary W. Qualmann
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Gary W. Qualmann
Chief Financial Officer, Secretary
Treasurer and Vice President - Finance
