<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Amendment No. 1
to
FORM 8-A
FOR THE REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DENALI INCORPORATED
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 76-0454641
- -------------------------------------------- ------------------------------------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1360 Post Oak Blvd., Suite 2470, Houston, Texas 77056
- ----------------------------------------------- -----------
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
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), 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), check the following box. [X]
Securities Act registration statement file number to which this form relates:
333-36857
(if applicable)
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, $0.01 par value
(Title of Class)
-1-
<PAGE> 2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
A description of the Common Stock to be registered hereunder is
contained in the section entitled "Description of Capital Stock," commencing at
page 39 of the Prospectus included in the Registration Statement on Form S-1 of
the Registrant, Registration No. 333-36857, filed with the Securities and
Exchange Commission on October 1, 1997, as amended, and is incorporated herein
by reference.
Item 2. Exhibits
3.01 Registrant's Second Restated Certificate of Incorporation.
Incorporated herein by reference to Exhibit 3.01 to the
Registrant's Registration Statement on Form S-1, Registration
No. 333-36857 (the "Registration Statement").
3.02 Registrant's Bylaws. Incorporated herein by reference to
Exhibit 3.02 to the Registration Statement.
4.01 Specimen of Common Stock Certificate. Incorporated herein by
reference to Exhibit 4.01 to the Registration Statement.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 1 to its
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized.
DENALI INCORPORATED
By: /s/ MELFORD S. CARTER
------------------------------------
Melford S. Carter
Vice President of
Business Development
Date: November 17, 1997
-2-
<PAGE> 3
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
3.01 Registrant's Second Restated Certificate of Incorporation.*
3.02 Registrant's Bylaws.*
4.01 Specimen of Common Stock certificate.*
</TABLE>
- ----------------------
*Incorporated herein by reference from the Registrant's Registration Statement
on Form S-1, Registration No. 333-36857.
-3-
