LMI AEROSPACE INC
8-A12G, 1998-05-20
AIRCRAFT PARTS & AUXILIARY EQUIPMENT, NEC
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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

                               LMI AEROSPACE, INC.
             (Exact Name of Registrant as Specified in Its Charter)

       Missouri                                            43-1309065
(State of Incorporation or Organization)       (IRS Employer Identification No.)

3600 Mueller Road, St. Charles, Missouri                     63301
(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

     None                                                      None


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. |X|

Securities Act  registration statement  file number  to which this form relates:
333-51357

Securities to be registered pursuant to Section 12(g) of the Act:

                          Common Stock $0.02 par value
                                (Title of class)


<PAGE>

Item 1.  Description of Registrant's Securities to be Registered

Common Stock

The  holders  of Common  Stock are  entitled  to cast one vote for each share of
record on all matters to be voted on by shareholders,  including the election of
directors. The Company's Articles (and Bylaws) provide for a classified Board of
Directors  with  three  classes  serving  staggered  three  year  terms  so that
approximately one-third of the directors will be elected at each annual meeting.
Subject to payment or provision for full cumulative  dividends in respect of any
outstanding shares of preferred stocks, the holders of Common Stock are entitled
to receive  dividends  when and if  declared  by the Board of  Directors  out of
legally available funds. In the event of liquidation,  dissolution or winding up
of the affairs of the  Company,  the holders of the Common Stock are entitled to
share ratably in all remaining  assets which are available for  distribution  to
them after the payment of liabilities and after provision has been made for each
class of stock,  if any,  having  preference over the Common Stock. No holder of
any share of Common Stock or any other  security of the  Company,  either now or
hereafter  authorized or issued, shall have any preferential or preemptive right
to  acquire  additional  shares of Common  Stock or any  other  security  of the
Company other than such, if any, as the Board of Directors may in its discretion
from time to time determine.

Item 2.  Exhibits

3.1      Restated Articles of Incorporation of the Company

3.2      Amended and Restated Bylaws of the Company

4.1      Form of Common Stock Certificate

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<PAGE>

                                    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.


                                       LMI AEROSPACE, INC.



Date: May 20, 1998                     By: /s/ Ronald S. Saks
                                           Ronald S. Saks, President


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<PAGE>

                                  EXHIBIT INDEX


3.1       Restated  Articles of  Incorporation  of the Company  (incorporated by
          reference to Exhibit 3.1 to  Registration  Statement on Form S-1 (File
          no. 333-51357) first filed on April 29, 1998).

3.2       Amended and Restated Bylaws of the Company  (incorporated by reference
          to  Exhibit  3.2 to  Registration  Statement  on Form  S-1  (File  no.
          333-51357) first filed on April 29, 1998).

4.1       Form of Common Stock Certificate (incorporated by reference to Exhibit
          4.1 to Registration  Statement on Form S-1 (File no.  333-51357) first
          filed on April 29, 1998).


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