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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
VALLEY NATIONAL GASES INCORPORATED
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(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania
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(State of Incorporation or Organization
23-2888240
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(I.R.S. Employer Identification No.)
67 43rd Street, Wheeling, Virginia 26003
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(Address of Principal Executive Office) (Zip Code)
If this form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. [ ]
If this form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1993 pursuant to General
Instruction A(c)(2) please check the following box. [ ]
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
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Not Applicable Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001 per share
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
This Registration Statement relates to shares of the Registrant's common
stock, par value $.001 per share (the "Common Stock"). Reference is made to the
material set forth under the caption "Description of Capital Stock" in the
Prospectus included in Amendment No. 1 to the Registrant's Registration
Statement on Form S-1 (the "S-1 Registration Statement") filed with the
Securities and Exchange Commission on March 13, 1997 pursuant to the Securities
Act of 1933, as amended. The material set forth under such caption is
incorporated herein by reference.
Item 2. Exhibit
I. Certain of the following Exhibits are filed herewith. Certain of the
following Exhibits have heretofore been filed with the Commission and
are incorporated herein by reference.
a) Specimen certificate representing the Common Stock.
b) Articles of Amendment of the Registrant (filed as Exhibit 3.1 to the
S-1 Registration statement and incorporated herein by this
reference).
c) Bylaws of the Registrant (filed as Exhibit 3.2 to the S-1
Registration Statement and incorporated herein by this reference).
II. Not applicable.
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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, thereunto duly authorized.
VALLEY NATIONAL GASES INCORPORATION
By: Lawrence E. Bandi
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Name: Lawrence E. Bandi
Title: President and Chief
Executive Officer
Date: March 27, 1997
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[STOCK CERTIFICATE - FRONT]
COMMON STOCK COMMON STOCK
NUMBER SHARES
VNG
VALLEY NATIONAL GASES INCORPORATED
INCORPORATED UNDER THE LAWS CUSIP 919792 10 1
OF THE STATE OF PENNSYLVANIA SEE REVERSE FOR CERTAIN
ABBREVIATIONS
This Certifies that
SPECIMEN
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.001, OF
VALLEY NATIONAL GASES INCORPORATED
(herein referred to as the "Corporation"), transferable on the books of the
Corporation by the holder hereof in person or by his duly authorized attorney
upon surrender of this Certificate properly endorsed. This Certificate and the
shares represented hereby are issued and shall be subject to all of the terms,
conditions and limitations of the Certificate of Incorporation and Bylaws of the
Corporation, including all amendments heretofore or hereafter made to such
Certificate of Incorporation or Bylaws, to all of which reference is made hereby
and to all of which the holder asserts by acceptance hereof.
This Certificate is not valid unless countersigned by the transfer agent
and registered by the registrar of the Corporation.
IN WITNESS WHEREOF, the Corporation has caused facsimile signatures of its
duly authorized officers and its facsimile seal to be hereunto affixed.
Dated:
[Corporate Seal]
Countersigned and Registered:
AMERICAN STOCK TRANSFER & TRUST COMPANY
Transfer Agent and Registrar
By
Authorized Officer
Lawrence E. Bandi John R. Bushwack
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President and Secretary
Chief Executive Officer
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[STOCK CERTIFICATE - BACK]
VALLEY NATIONAL GASES INCORPORATED
The Corporation will furnish without charge to each shareholder who so
requests a full statement of the powers, designations, preferences, limitations
and relative rights of each class of stock or series thereof of the Corporation,
and the qualifications, limitations or restrictions of such preferences and/or
rights. Such requests may be made to the Corporation or to the transfer agent.
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:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ____________________
TEN ENT - as tenants by the (Cust) (Minor)
entireties Under Uniform Gifts to Minors
JT TEN - as joint tenants with Act ____________________________________
right of survivorship (State)
and not as tenants in common UNIF TRF MIN ACT - _____ Custodian _____
(Cust) (Minor)
until age ____) under Uniform
Transfers to Minors Act
________________________________________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, _______________________________________ hereby sell,
assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE
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Shares of
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the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
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to transfer the said Shares on the books of the within named Corporation with
full power of substitution in the premises.
Dated
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NOTICE: THE SIGNATURE(S) TO THIS
ASSIGNMENT MUST CORRESPOND WITH THE
NAME(S) AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED:
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
