CVC INC
8-A12G, 1997-10-16
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                     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

                                 CVC, INC.
- -----------------------------------------------------------------------------
          (Exact name of registrant as specified in its charter)


        DELAWARE                                      16-1383279
- -----------------------------            ------------------------------------
(State of incorporation or               (I.R.S. Employer Identification No.)
organization  

      525 LEE ROAD
   ROCHESTER, NEW YORK                                  14606
- -----------------------------------      ------------------------------------
(Address of principal executive                      (Zip Code)
offices)

If this Form relates to the registration of a class of securities pursuant to 
Section 12(b) of the Exchange Act and is effective upon 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: 
______(if applicable)

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
- -----------------------------             ------------------------------------


SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                  COMMON STOCK, PAR VALUE $.01 PER SHARE
- ------------------------------------------------------------------------------
                              (Title of class)

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

           For a description of the Common Stock, par value $.01 per share, 
of the Registrant being registered hereunder, reference is made to the 
information under the heading "Description of Capital Stock" on pages 50 
through 51 of the Registrant's Preliminary Prospectus dated October 16, 1997 
forming a part of the Registrant's Registration Statement on Form S-1, as 
amended (Reg. No. 333-    ), as filed with the Securities and Exchange 
Commission on October 16, 1997 (Exhibit 4 hereto). The aforementioned 
description is hereby incorporated by reference herein and made a part of 
this registration statement.

ITEM 2.              EXHIBITS

  1.           Restated Certificate of Incorporation, as amended, of CVC, Inc.
               (incorporated herein by reference to Exhibit 3.1 of the
               Registration Statement on Form S-1 of CVC, Inc.
               (Reg. No. 333-38057)).

  2.           Restated By-laws of CVC, Inc. (incorporated herein by reference 
               to Exhibit 3.2 of the Registration Statement on Form S-1 of CVC,
               Inc. (Reg. No. 333-38057)).

  3.           Registration Rights Agreement, dated May 22, 1995, among CVC,
               Inc., Seagate Technology, Inc. and certain stockholders of 
               CVC, Inc. (incorporated by reference to Exhibit 10.17 of the 
               Registration Statement on Form S-1 of CVC, Inc. (Reg. No. 
               333-38057)).]

  4.           "Description of Capital Stock" of the Registration Statement 
               on Form S-1 of CVC, Inc. (Reg. No. 333-38057).

  5.           1996 Annual Report to Shareholders of CVC Holdings, Inc. 
               attached hereto.

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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.


                               (Registrant) CVC, Inc.
                                           ----------------------

                               Date         October 16, 1997
                                   ------------------------------

                               By       /s/ Emilio O. D. Cataldo
                                 --------------------------------
                                            Emilio O. D. Cataldo
                                            Senior Vice President
                                              and Chief Financial Officer



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                                                           EXHIBIT 5



1996 Annual Report to
Shareholders of CVC Holdings, Inc.




January, 1997


To Our Shareholders:

1996 has been a memorable year for CVC. The company exceeded its operating 
plan and achieved both record revenues and earnings thanks to strong 
customer demand and great efforts by our employees.

CVC reported revenue for the three months ended September 30, 1996 of 
$13,624,000 and $48,844,000 for Fiscal year 1996 as compared to the plan of 
$41,100,000. This represents a 127% increase over the revenue of $21,500,000 
recorded in Fiscal year 1995.

Our Fiscal year 1996 plan was based upon net income of $2,480,000. Actual 
income for the fourth quarter was $836,000 and $3,180,000 for the Fiscal year 
compared to $130,000 recorded in Fiscal year 1995. We are pleased to provide 
you with the 1996 Consolidated Financial Statements for CVC Holdings audited 
by Price Waterhouse.

In Fiscal year 1996, the company increased the number of employees from 130 
to 220; expanded the Rochester clean assembly manufacturing space by 25% and 
opened the Fremont, California Applications lab to support customer 
demonstrations. The Rochester Community recognized CVC in 1996 by naming the 
Company #17 on the Rochester Top 100 list of Companies. Monroe County 
Executive Jack Doyle visited the Rochester facility and presented the company 
with a plaque of thanks for its contributions to Economic Development in this 
area. In October the company was featured in a CBS National News story on job 
growth which was very exciting for all of us.

Our backlog at the end of Fiscal year 1996 was $24,200,000. As we look 
forward into 1997, we see continued customer demand in the Data Storage 
market both in the United States and Asia. We also see opportunities within 
the Semiconductor market in the areas of interconnect and salicide 
applications.

<PAGE>

1996 Annual Report to
Shareholders of CVC Holdings, Inc.
Page 2


Our Fiscal year 1997 Plan is based on a revenue projection of $57,000,000 
compared to our 1996 revenue of $48,800,000 and a net income plan of 
$4,317,000 compared to $3,180,000 in 1996.

We are proud of the progress we have made this year across all areas of the 
Company. In 1997, we are committed to improving our business processes to 
increase Customer Satisfaction and deliver even better results to our 
Shareholders.

As always, we appreciate your continued support and look forward to sharing 
the results of our efforts with you in the future.

Sincerely,




Christine B. Whitman
Chairman, President &
Chief Executive Officer






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