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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
UNIVERSAL COMPRESSION HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3989167
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
4440 BRITTMOORE ROAD
HOUSTON, TEXAS 77041
(Address of principal executive offices) (Zip Code)
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), please 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), please check the following box [ ]
Securities Act registration statement file number to which this Form relates:
333-34090
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on
to be so registered which each class is to be registered
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<S> <C>
Common Stock, par value $0.01 per share New York Stock Exchange
Series A Junior Participating Preferred Stock Purchase Rights New York Stock Exchange
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
None
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UNIVERSAL COMPRESSION HOLDINGS, INC.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the common stock, par value $0.01 per
share, and the right to purchase one one-thousandth of a preferred share of
Universal Compression Holdings, Inc., a Delaware corporation (the "Registrant"),
to be registered herein is set forth under the caption "Description of Capital
Stock" and "Anti-Takeover Provisions of Our Restated Certificate of
Incorporation and Bylaws -- Rights Agreement" in the Registrant's prospectus
that forms a part of the Registrant's Registration Statement on Form S-1, as
amended (the "Registration Statement") that was initially filed with the
Securities and Exchange Commission on April 5, 2000 (File No. 333-34090). Such
description is hereby incorporated by reference herein pursuant to Rule 12b-23
under the Securities Exchange Act of 1934, as amended.
ITEM 2. EXHIBITS.
1. Certificate of Incorporation of the Registrant, as amended to
date (incorporated by reference to Exhibit 3.1 of Amendment
No. 2 to Form S-4/A dated September 17, 1998 to Registrant's
Registration Statement on Form S-4 (File No. 333-48283)).
2. Restated Certificate of Incorporation of the Registrant (to be
filed as exhibit 3.2 to the Registration Statement and
incorporated herein by reference)).
3. Bylaws of the Registrant (incorporated by reference to Exhibit
3.2 of Amendment No. 1 to Form S-4/A dated July 30, 1998 to
Registrant's Registration Statement on Form S-4 (File No.
333-48283)).
4. Restated Bylaws of the Registrant (to be filed as exhibit 3.4
to the Registration Statement and incorporated herein by
reference).
5. Specimen of common stock certificate (to be filed as exhibit
4.1 to the Registration Statement and incorporated herein by
reference).
6. Rights Agreement, which includes as Exhibit A thereto the form
of Certificate of Designation, Preferences and Rights of
Series A Junior Participating Preferred Stock, as Exhibit B
the form of Rights Certificate and as Exhibit C the Summary of
Rights to Purchase Series A Preferred Stock (to be filed as
Exhibit 4.13 to the Registration Statement and incorporated
herein by reference).
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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.
UNIVERSAL COMPRESSION HOLDINGS, INC.
Date: April 20, 2000 By: /s/ RICHARD W. FITZGERALD
---------------------------------------
Name: Richard W. FitzGerald
Title: Senior Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibits
- -------------- -----------------------
<S> <C>
1. Certificate of Incorporation of the Registrant, as amended to date (incorporated by
reference to Exhibit 3.1 of Amendment No. 2 to Form S-4/A dated September 17, 1998 to
Registrant's Registration Statement on Form S-4 (File No. 333-48283)).
2. Restated Certificate of Incorporation of the Registrant (to be filed as exhibit 3.2 to
the Registration Statement and incorporated herein by reference).
3. Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of Amendment No. 1
to Form S-4/A dated July 30, 1998 to Registrant's Registration Statement on Form S-4
(File No. 333-48283)).
4. Restated Bylaws of the Registrant (to be filed as exhibit 3.4 to the Registration
Statement and incorporated herein by reference).
5. Specimen of common stock certificate (to be filed as exhibit 4.1 to the Registration
Statement and incorporated herein by reference).
6. Rights Agreement, which includes as Exhibit A thereto the form of Certificate of
Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, as
Exhibit B the form of Rights Certificate and as Exhibit C the Summary of Rights to
Purchase Series A Preferred Stock (to be filed as Exhibit 4.13 to the Registration
Statement and incorporated herein by reference).
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