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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
EMCOR Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 11-2125338
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
101 Merritt Seven Corporate Park, Norwalk, Connecticut 06851
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. |X| box: |_|
Securities Act registration file number to which this form relates:
Not 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
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Common Stock $.10 Par Value New York Stock Exchange
Common Stock Purchase Rights New York Stock Exchange
with respect to Common Stock,
$.10 Par Value
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
For a description of the Registrant's Common Stock, par value
$.01 per share, and its Common Stock Purchase Rights registered hereunder,
reference is made to the information set forth under the heading "Description of
Capital Stock" in the Registrant's Prospectus Supplement, dated March 12, 1998,
with respect to its Common Stock, which supplements its Prospectus dated
February 6, 1998, forming a part of the Registrant's Registration Statement on
Form S-3, as amended (File No. 333-44319), filed under the Securities Act of
1933, as amended (the "Registration Statement"), which information is hereby
incorporated herein by reference.
Item 2. Exhibits
1. Restated Certificate of Incorporation of the Registrant
dated December 14, 1994 (incorporated by reference to Exhibit
3(a-5) to the Registrant's Registration Statement on Form 10
as originally filed March 17, 1995)
2. Amendment dated November 28, 1995 to the Restated
Certificate of Incorporation of the Registrant (incorporated
by reference to Exhibit 3(a-2) to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995)
3. Amendment dated February 12, 1998 to the Restated
Certificate of Incorporation of the Registrant (incorporated
by referenced to Exhibit 3(a-3)to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1997)
4. Rights Agreement dated March 3, 1997 between the Registrant
and the Bank of New York (incorporated by reference to Exhibit
1 to the Registrant's Form 8-K dated March 3, 1997)
5. Amendment and Restatement to Credit Agreement dated as of
December 22, 1992 among the Registrant, certain of its
subsidiaries, and Harris Trust and Savings Bank, individually
and as agent, and the Lenders which are or become parties
thereto (incorporated by reference to Exhibit 4.1 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998)
SIGNATURES
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.
EMCOR GROUP, INC.
By /s/FRANK T. MACINNIS
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Name: Frank T. MacInnis
Title: Chairman of the Board
and Chief Executive Officer
Dated: October 30, 2000
