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Commission File No._____________
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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
NATCO GROUP INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-2906892
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
BROOKHOLLOW CENTRAL III
2950 NORTH LOOP WEST, SUITE 750
HOUSTON, TEXAS 77092
(Address of principal executive offices) (Zip Code)
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Securities to be registered pursuant
to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to be registered
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Class A Common Stock, par value $.01 per share New York Stock Exchange
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instructions 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
registration 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
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The class of securities to be registered hereby is the Class A Common
Stock, par value $.01 per share (the "Common Stock"), of NATCO Group Inc., a
Delaware corporation (the "Company").
A description of the Company's Common Stock will be set forth under
the caption "Description of Capital Stock" in the prospectus to be filed by the
Company pursuant to Rule 424(b) under the Securities Act of 1933, as amended,
which prospectus will constitute a part of the Company's Registration Statement
on Form S-1, as amended (Registration No. 333-48851) (the "Form S-1 Registration
Statement"), initially filed with the Securities and Exchange Commission on
March 30, 1998. Such prospectus, in the form in which it is so filed, shall be
deemed to be incorporated herein by reference.
ITEM 2. EXHIBITS.
1. Restated Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3.1 to the Form S-1
Registration Statement)
2. Amended and Restated Bylaws of the Company, as amended
(incorporated by reference to Exhibit 3.3 to the Form S-1
Registration Statement)
3. Form of Common Stock Certificate
2
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
NATCO GROUP INC.
By /s/ J. MICHAEL MAYER
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Name: J. Michael Mayer
Title: Senior Vice President and
Chief Financial Officer
Date: January 5, 2000
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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1. Restated Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3.1 to the Form S-1
Registration Statement)
2. Amended and Restated Bylaws of the Company, as amended
(incorporated by reference to Exhibit 3.3 to the Form S-1
Registration Statement)
3. Form of Common Stock Certificate
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EXHIBIT 3
<TABLE>
<S> <C> <C>
INCORPORATED UNDER THE LAWS CLASS A COMMON STOCK
OF THE STATE OF DELAWARE PAR VALUE $.01
NUMBER SHARES
CA
THIS CERTIFICATE IS TRANSFERABLE CUSIP 63227W 20 3
IN NEW YORK, NY AND RIDGEFIELD PARK, NJ SEE REVERSE FOR CERTAIN DEFINITIONS
NATCO GROUP INC.
THIS CERTIFIES THAT:
NATCOGROUP
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE CLASS A COMMON STOCK OF
NATCO GROUP INC. (hereinafter referred to as the "Corporation") transferable on the books of the Corporation by
the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed.
This certificate and the shares represented hereby are issued under and shall be subject to all of the provisions
[SEAL] of the Certificate of Incorporation of the Corporation and any amendments thereto, copies of which are on file
with the Corporation and the Transfer Agent to all of which the holder by acceptance hereof, assents. This
certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.
Witness the seal of the Corporation and the signatures of its duly authorized officers.
DATED
COUNTERSIGNED AND REGISTERED:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
TRANSFER AGENT
BY AND REGISTRAR
AUTHORIZED SIGNATURE
/s/ J. MICHAEL MAYER /s/ NATHANIEL A. GREGORY
SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
AND ASSISTANT SECRETARY
</TABLE>
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This certificate also evidences and entitles the holder hereof to certain
Rights as set forth in a Rights Agreement between NATCO Group Inc. and a Rights
Agent dated as of May 15, 1998 (the "Rights Agreement"), the terms of which are
hereby incorporated herein by reference and a copy of which is on file at the
principal executive offices of NATCO Group Inc. Under certain circumstances as
set forth in the Rights Agreement, such Rights will be evidenced by separate
certificates and will no longer be evidenced by this certificate. NATCO Group
Inc. will mail to the holder of this certificate a copy of the Rights Agreement
without charge after receipt of a written request therefor. As described in the
Rights Agreement, Rights issued to or acquired by any Acquiring Person (as
defined in the Rights Agreement) shall, under certain circumstances, become
null and void.
NATCO GROUP INC.
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF THE
CORPORATION, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS. SUCH REQUEST MAY BE MADE TO THE CORPORATION OR THE
TRANSFER AGENT.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- ______________Custodian_____________
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right
of survivorship and not as tenants under Uniform Gifts to Minors
in common
Act __________________
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, __________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[____________________________________]__________________________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________ Shares
of capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint _____________________________________________
Attorney to transfer the said stock on the books of the within-named Corporation
with full power of substitution in the premises.
Dated:
NOTICE: X _________________________________________
THE SIGNATURE(S) TO (SIGNATURE)
THIS ASSIGNMENT MUST --]
CORRESPOND WITH THE
NAME(S) AS WRITTEN X _________________________________________
UPON THE FACE OF THE (SIGNATURE)
CERTIFICATE IN EVERY
PARTICULAR, WITHOUT -------------------------------------------
ALTERATION OR THE SIGNATURE(S) SHOULD BE GUARANTEED BY
ENLARGEMENT OR ANY AN ELIGIBLE GUARANTOR INSTITUTION
CHANGE WHATSOEVER. (BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.
SIGNATURE(S) GUARANTEED BY:
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