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
PENTACON, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0531585
(State of incorporation or organization) (I.R.S. Employer Identification No.)
9821 KATY FREEWAY, SUITE 500
HOUSTON, TEXAS 77024
(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:
Common Stock, par value $.01 New York Stock Exchange
per share
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
registrations 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:
None.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
A description of the common stock, par value $.01 per share of
Pentacon, Inc. (the "Registrant") to be registered hereunder is set forth under
the caption "Description of the Stock" in the prospectus included in the
Registrant's Registration Statement on Form S-1 (No. 333-41383), as filed with
the Securities and Exchange Commission on December 3, 1997 under the Securities
Act of 1933, as amended, and will be set forth in any prospectus filed in
accordance with Rule 424(b) thereunder, which description is incorporated herein
by reference.
ITEM 2. EXHIBITS
The following exhibits to this Registration Statement on Form 8-A are
either filed herewith or are incorporated by reference from the documents
specified, which have been filed with the Securities and Exchange Commission.
1. Second Amended and Restated Certificate of Incorporation of the
Registrant.
2. Bylaws of the Registrant, as amended.
3. Form of certificate evidencing common stock.
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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, thereunto duly authorized.
Dated: January 13, 1998
PENTACON, INC.
BY:
By: /s/ BRIAN FONTANA
Name: Brian Fontana
Title: Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER
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*1 Second Amended and Restated Certificate of Incorporation of
the Registrant.
*2 Bylaws of the Registrant, as amended.
*3 Form of certificate evidencing common stock.
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* Incorporated by referenced from the Registrant's Registration Statement on
Form S-1 (No. 333-41383), as amended, pursuant to Rule 12b-32.
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