EAGLE GEOPHYICAL INC
8-A12G, 1997-07-22
OIL & GAS FIELD EXPLORATION SERVICES
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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



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


Delaware                                    76-0522659
(State of incorporation or organization)    (I.R.S. Employer Identification No.)


50 Briar Hollow Lane, 6th Floor West
Houston, Texas                               77027
(Address of principal executive offices)     (Zip Code)

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

                 None                                        None



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. |_|

Securities to be registered pursuant to Section 12(g) of the Act:



                    Common Stock, Par Value $0.01 Per Share
                                (Title of class)







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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

         This registration statement relates to the registration with the
Securities and Exchange Commission (the "Commission") of shares of Common
Stock, par value $0.01 per share (the "Common Stock"), of Eagle Geophysical, 
Inc., a Delaware corporation (the "Registrant"). For a description of the Common
Stock, see the information set forth under the caption "Description of
Securities" in (i) the prospectus subject to completion dated July 11, 1997,
included in Part I of the Registration Statement on Form S-1 (Reg. No.
333-28303) (the "Registration Statement") of the Company, originally filed with
the Commission on June 2, 1997, as amended, and (ii) the related final form of
prospectus to be filed with the Commission under Rule 424(b) of the Securities
Act, which descriptions are incorporated herein by reference. Any statement
contained in a document incorporated herein by reference shall be deemed to be
modified or superseded for purposes hereof to the extent that another document
incorporated herein by reference modifies or supersedes such previous statement.

ITEM 2. EXHIBITS.

         List below all exhibits filed as a part of the registration statement:

*1       Form of Certificate representing Common Stock (incorporated herein by
         reference to Exhibit 4.1 of the Registration Statement).

*2(a)    Certificate of Incorporation of the Registrant, as amended
         (incorporated herein by reference to Exhibit 3.1 of the Registration
         Statement).

*2(b)    Bylaws of the Registrant, as amended (incorporated herein by reference
         to Exhibit 3.2 of the Registration Statement).

         * Incorporated by reference as indicated pursuant to Rule 12b-32.


                                    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.


                                               EAGLE GEOPHYSICAL, INC.



Date:  July 22, 1997                           By: /s/ Jay N. Silverman
                                                  ---------------------
                                                   Jay N. Silverman
                                                   President






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