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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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
TN Technologies Holding Inc.
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(Exact name of registrant as specified in its charter)
Delaware 06-1464807
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
228 Saugatuck Avenue, Westport, CT 06880
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(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
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Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Stock, Par Value $.001
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(Title of class)
1
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Incorporated by reference to the Preliminary Prospectus dated
January 8, 1997 under the caption "Description of Capital Stock",
contained in the Registrant's Amendment No. 1 to Registration
Statement on Form S-1 (File No. 333-15161).
ITEM 2. EXHIBITS
The following exhibits are filed as part of this registration
statement:
1. Specimen certificate for Registrant's Common Stock.
2.1/1/ Certificate of Incorporation.
2.2/2/ Bylaws.
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/1/ Incorporated by reference to Exhibit 3.1 to the Registrant's Amendment
No. 1 to Registration Statement on Form S-1 (File No.333-15161) filed on
January 8, 1997.
/2/ Incorporated by reference to Exhibit 3.2 to the Registrant's Amendment
No. 1 to Registration Statement on Form S-1 (File No.333-15161) filed on
January 8, 1997.
2
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SIGNATURE
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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.
Date: January 8, 1997
TN Technologies Holding Inc.
By: /s/ Gregory W. Blaine
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Gregory W. Blaine
Chairman and Chief
Executive Officer
3
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Index to Exhibits
<TABLE>
<CAPTION>
Page No.
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<S> <C>
1. Specimen Certificate....................
2. Certificate of Incorporation............ Incorporated
by Reference
2.2 Bylaws.................................. Incorporated
by Reference
</TABLE>
4
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Exhibit 4.1
NUMBER SHARES
CLASS A COMMON STOCK CLASS A COMMON STOCK
[LOGO]
TN TECHNOLOGIES,INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
PAR VALUE $.001 CUSIP 87259W 104
This Certifies that SEE REVERSE FOR
CERTAIN DEFINITIONS
SPECIMEN
in the names of
FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF
TN Technologies Inc. transferable in person or by duly authorized Attorney upon
surrender of this Certificate properly endorsed. This Certificate and the
shares represented hereby are issued and shall be subject to the provisions of
the Certificate of Incorporation and By Laws of the Corporation, as amended
(copies of which are on file with the Secretary of the Corporation and are
available upon request to the Corporation), to all of which the holder by
acceptance hereof assents. This Certificate is not valid unless countersigned
by the Transfer Agent and registered by the Registrar.
Witness the facsimile Seal of the Corporation and the facsimile signatures of
its duly authorized officers.
Dated:
SPECIMEN [TN TECHNOLOGIES, INC. SPECIMEN
CORPORATE SEAL
CHIEF FINANCIAL OFFICER OCT. 10, 1996 CHAIRMAN OF THE BOARD
AND SECRETARY DELAWARE] AND CHIEF EXECUTIVE OFFICER
COUNTERSIGNED AND REGISTERED:
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
TRANSFER AGENT AND REGISTRAR,
SPECIMEN
AUTHORIZED SIGNATURE
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The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
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<S> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- ____________Custodian_________________
TEN ENT -- as tenants by the entireties (Cust) (Minor)
ATTEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act__________________________________
in common (Sign)
UNIF TRF MIN ACT -- ___________ Custodian (until age ____)
(Cust)
______________under Uniform Transfers
(Minor)
to Minors Act _______________________
(Sign)
</TABLE>
Additional abbreviation may also be used though not in the above list.
FOR VALUE RECEIVED, ________________________ hereby sells, assigns and transfers
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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| |
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________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
__________________________________________________________________________Shares
of the class A common stock represented by the within Certificate, and does
hereby irrevocably constitute and appoint
________________________________________________________________________Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated ____________________________
X _________________________________________
X _________________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE
OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENTS, OR ANY CHANGE
WHATEVER.
Signature(s) Guaranteed
By___________________________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY
ELIGIBLE GUARANTOR INSTITUTION SUCH AS
A SECURITIES BROKER/DEALER, COMMERCIAL
BANK, TRUST COMPANY, SAVINGS ASSOCIATION OR
A CREDIT UNION PARTICIPATING IN A MEDALLION
PROGRAM.
