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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
NEW ZMAX CORPORATION
(to be renamed ZMAX CORPORATION upon effectiveness of the reincorporation merger
as described in the Registration Statement on Form S-4 filed on June 23, 1997,
Registration No. 333-29833)
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(Exact name of registrant as specified in its charter)
DELAWARE 52-2040275
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(State of incorporation or organization) (I.R.S. Employer
identification no.)
20251 Century Boulevard
Germantown, Maryland 20874
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(Address of principal executive offices) (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 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [_]
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) [effective September 2, 1997], 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) [effective September 2, 1997], check the following box. [X]
Securities Act registration statement file number to which this form relates:
333-29833.
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act.
Common Stock $.001 par value
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(Title of Class)
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This registration statement contains a total of 3 pages. Certain
exhibits are incorporated in this registration statement by reference to the
Registration Statement on Form S-4 initially filed with the SEC on June 23,
1997, as amended, Registration No. 333-29833, by New ZMAX Corporation (the
"Registrant").
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Item 1. Description of Registrant's Securities to be Registered
The Registrant hereby incorporates by reference herein the description
of the Registrant's Common Stock, $.001 par value per share, appearing under the
caption, "Description of the Securities," in the Proxy Statement/Prospectus
contained in the Registrant's Registration Statement on Form S-4, as
filed with the Securities and Exchange Commission (the "Commission") on June 23,
1997 Registration No. 333-29833 (the "Registration Statement"), as such section
may be amended at the time the Registration Statement is declared effective. The
Registrant's Amended and Restated Certificate of Incorporation and Amended and
Restated Bylaws are included as Annexes B and C, respectively, to the Proxy
Statement/Prospectus included in the Registration Statement.
Item 2. Exhibits
The following exhibits are incorporated by reference into this
registration statement.
2(a) Registrant's Registration Statement, Registration No. 333-29833.
2(b) Agreement and Plan of Merger of the Registrant./1/
2(c) Amended and Restated Certificate of Incorporation of the
Registrant./2/
2(d) Amended and Restated Bylaws of the Registrant./3/
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/1/ Incorporated herein by reference to Annex A to the Proxy
Statement/Prospectus included in the Registration Statement.
/2/ Incorporated herein by reference to Annex B to the Proxy
Statement/Prospectus included in the Registration Statement.
/3/ Incorporated herein by reference to Annex C to the Proxy
Statement/Prospectus included in the Registration Statement.
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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.
NEW ZMAX CORPORATION
(Registrant)
By: /s/ Michael C. Higgins
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Michael C. Higgins
President
Dated: August 20, 1997
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