PALEX INC
8-A12G, 1997-03-13
MILLWOOD, VENEER, PLYWOOD, & STRUCTURAL WOOD MEMBERS
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                       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



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





                Delaware                           76-0520673
          (State of incorporation               (I.R.S. Employer 
             or organization)                  Identification No.)



         3555 Timmons Lane
         Suite 610
         Houston, Texas                               77027
(address of principal executive offices)            (Zip Code)





SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                      None
                                      ----
                                (Title of Class)

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:

Common Stock,
par value, $.01 per share                       NASDAQ  National Market
- -------------------------                       -----------------------


                                       -1-

<PAGE>



Item 1.        Description of Registrant's Securities to be Registered

               A description of the common stock,  par value $.01 per share (the
"Common Stock"), of PalEx, Inc. (the "Registrant") to be registered hereunder is
set forth under the captions  "Prospectus  Summary" and  "Description of Capital
Stock"  in the  prospectus  included  in  Amendment  No.  3 to the  Registrant's
Registration  Statement on Form S-1 (No.  333-18683),  filed with the Securities
and Exchange  Commission on March 13, 1997, under the Securities Act of 1933, as
amended,  and will be set forth in any prospectus  filed in accordance with Rule
424(b) thereunder, which description is incorporated herein by reference.

Item 2.        Exhibits

        The following  exhibits to this  Registration  Statement on Form 8-A are
either  filed  herewith or are  incorporated  by  reference  from the  documents
specified, which have been filed with the Securities and Exchange Commission.

          1.        Amendment No. 3 to the Registrant's  Registration  Statement
                    on Form S-1 (No.  333-18683)  under  the  Securities  Act of
                    1933,  as amended,  filed with the  Securities  and Exchange
                    Commission on March 13, 1997 (the "Registration  Statement")
                    (incorporated by referenced herein).

          2.        Amended and Restated  Certificate  of  Incorporation  of the
                    Registrant  (incorporated  by reference  from Exhibit 3.1 to
                    the Registration Statement).

          3.        Bylaws of the  Registrant  (incorporated  by reference  from
                    Exhibit 3.2 to the Registration Statement).

          4.        Specimen  Certificate  evidencing  shares of Common Stock of
                    the Registrant  (incorporated  by reference from Exhibit 4.1
                    to the Registration Statement).


                                       -2-

<PAGE>





                                    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.

Dated: March 13, 1997

                                             PALEX, INC.



                                             By:     /s/ VANCE K. MAULTSBY, JR.
                                                  -----------------------------
                                                     Vance K. Maultsby, Jr.
                                                     President and Chief
                                                     Executive Officer




                                       -3-



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