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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
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BEARCOM GROUP, INC.
(Exact name of registrant as specified in its charter)
Texas 75-1893779
(State of incorporation or (IRS employer identification
organization) number)
11545 Pagemill Road
Dallas, Texas 75243
(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of Each Class Name of Exchange
to be so registered on which each class is to be registered
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<S> <C>
Common Stock, $0.01 par value New York Stock Exchange
</TABLE>
Securities Act registration statement file number to which this form relates:
333-50869
Securities to be registered pursuant to Section 12(g) of the Act:
Title of Class
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None
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 [ X ]
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 [ ]
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Item 1. Description of Registrant's Securities to be Registered.
Reference is made to the information set forth under the heading
"Description of Capital Stock" in the registrant's Registration Statement on
Form S-1, No. 333-50869 (the "S-!"), filed with the Securities and Exchange
Commission on April 23, 1998, as amended, which is incorporated herein by
reference.
Item 2. Exhibits.
The following exhibits are filed as part of this registration
statement:
* 3.1 Restated Articles of Incorporation of BearCom Group,
Inc.
* 3.2 Amended and Restated Bylaws of BearCom Group, Inc.
* 4.1 Form of certificate representing shares of BearCom
Group, Inc.'s Common Stock.
* Incorporated in this registration statement by reference to
the exhibits with the same exhibit number and designation in the S-1.
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.
BEARCOM GROUP, INC.
By: /s/ JOHN P. WATSON
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John P. Watson
Chairman of the Board
(Principal Executive Officer)
Date: June 26, 1998
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