<PAGE> 1
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
VALLEY NATIONAL GASES, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
West Virginia 55-0460738
- --------------------------------------------------------------------------------
(State of Incorporation (I.R.S. Employer
or Organization) Identification no.)
67 43rd Street, Wheeling, West Virginia 26003
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of debt registration of a class of debt
securities and is effective securities and is to become
upon filing pursuant to General effective simultaneously with
Instruction A(c)(1) please check the effectiveness of a con-
the following box. / / current registration statement
under the Securities Act of 1933
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
- ------------------- ------------------------------
Not Applicable Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001 per share
--------------------------------------------------
(Title of Class)
<PAGE> 2
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 the Registrant's Registration Statement on Form S-1 (the "S-1
Registration Statement") filed with the Securities and Exchange
Commission on January 17, 1997 pursuant to the Securities Act of
1933, as amended. The material set forth under such caption is
incorporated herein by reference.
Item 2. Exhibits
- ------- --------
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.<F*>
b. Form of Amended and Restated Articles of
Incorportion of the Registrant (filed as
Exhibit 3.1 to the S-1 Registration
Statement and incorporated herein by this
reference).
c. Form of Amended and Restated By-laws of the
Registrant (filed as Exhibit 3.2 to the
S-1 Registration Statement and incorporated
herein by this reference).
II. Not applicable.
[FN]
<F*>To be filed by Amendment.
<PAGE> 3
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, INC.
By: /s/ Lawrence E. Bandi
------------------------------
Name: Lawrence E. Bandi
Title: President and Chief
Executive Officer
Date: January 17, 1997
