HOLLOMAN CORP
8-A12B, 1998-12-08
WATER, SEWER, PIPELINE, COMM & POWER LINE CONSTRUCTION
Previous: ALBANY MOLECULAR RESEARCH INC, S-1/A, 1998-12-08
Next: HOLLOMAN CORP, SB-2/A, 1998-12-08








                       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



                              HOLLOMAN CORPORATION.
             (Exact name of Registrant as specified in its charter)


         Texas                                             75-2771541
         (State of incorporation                          (I.R.S. Employer
         or organization)                                Identification No.)

         5257 West Interstate 20
         Odessa, Texas                                        79769
         (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: 333-58987

Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<S>                                                                             <C>           
 

         Title of each class                                                         Name of each exchange on which
         to be so registered                                                         each class is to be registered

         Units (consisting of one share and one warrant)                                American Stock Exchange
         Common Stock, $.01 par value                                                   American Stock Exchange
         Redeemable Common Stock Purchase Warrants                              American Stock Exchange
</TABLE>

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

                                      None
                                (Title of Class)




<PAGE>


         INFORMATION REQUIRED IN REGISTRATION STATEMENT

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

         The  securities to be registered  are the  Registrant's  Units,  Common
Stock,  $.01 par value  per  share and  Common  Stock  Purchase  Warrants.  Such
securities are described  under the caption  "Description  of Securities" in the
Prospectus filed as part of the Registrant's registration statement on Form SB-2
(File No.333-58987). Such description is hereby incorporated herein by reference
as permitted by Rule 12b-23.

Item 2.  Exhibits.

         The following exhibits are filed, or incorporated by reference, as part
of this Registration Statement:

         1.       Registration  Statement  on Form SB-2 (File No.  333-58987)  
                  filed July 13, 1998 as amended  (the
                  "Registration Statement"). (1)
         2.       Articles of Incorporation of the Registrant.  Filed as Exhibit
                  3.1 to the Registration Statement. (1)
         3. Bylaws of the Registrant.  Filed as Exhibit 3.2 to the  Registration
         Statement.  (1) 
                      4.1  Specimen  of  unit  certificate  to be  registered
         hereunder.  (2) 
                      4.2. Specimen common stock certificate to be registered
         hereunder.  (2) 
                      4.3.  Specimen of warrant  certificate to be registered
         hereunder. Exhibit A to the Warrant Agreement
                  filed as Exhibit 4.1 to the Registration Statement. (1)


(1)  Incorporated by reference from the  Registration  Statement as permitted by
Rule 12b-32. (2) Filed herewith.


                                    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.

                                                   Holloman Corporation.
                                                        (Registrant)




Date: December 3,1998                                By:/s/ Mark E. Stevenson
                                                              Mark E. Stevenson
                                                              President


<PAGE>


                            MAURICE J. BATES, L.L.C.
                                 ATTORNEY AT LAW
                           8214 WESTCHESTER SUITE, 500
                              DALLAS , TEXAS 75225

                            Telephone (214) 692-3566
                               Fax (214) 987-2091

                                December 3, 1998

Securities and Exchange Commission
450 5th Street N. W.
Washington, DC. 20549

Re:  Holloman Corporation
      SEC File No. 333-58987
      Form 8-A

Ladies/Gentlemen:

         On behalf of Holloman Corporation.  we transmit herewith a registration
statement on Form 8-A for registration of the Company's securities under Section
12(b) of the  Securities  Exchange  Act of 1934.  The  Company  has  applied for
listing of its Units,  Common Stock and Warrants on the American  Stock Exchange
and in accordance  with amended Form 8-A intends that the 1933 Act  registration
statement  referred  to  above  and the  1934 Act  registration  statement  file
herewith will go effective concurrently.  The Company has on deposit with Mellon
Bank $250 to cover the filing fee.

         If there are any questions  with respect to this filing please  contact
the undersigned.

                                            Very truly yours,

                                            /s/Maurice J. Bates
                                            Maurice J. Bates


                              HOLLOMAN CORPORATION
                               A Texas Corporation
                            Authorized Capitalization
                20,000,000 shares of Common Stock, $.01 par value
No. U___________                                    __________Units

See Reverse For
Certain Definitions                                           CUSIP 435693 20 5

Units  Consisting  Of One Share of Common  Stock And One Warrant Each Warrant To
Purchase One Share Of Common Stock

         This  certifies  that  _____________________  is the owner of  ________
Units as described above,  transferable  only on the books of the Corporation by
the  holder  thereof  in person or by his or her duly  authorized  attorney,  on
surrender of the Certificate properly endorsed.

         Each Unit  consists  of one (1) share of  Holloman  Corporation  common
stock,  $.01 par value (the "Common Stock") and one (1) Warrant (each individual
warrant, the "Warrant"),  each Warrant to purchase one (1) share of Common Stock
for  $12.00  per share at any time on or after the  Warrants  become  separately
tradable but no later than _________ 1999 and before 5:00 P.M.  Eastern Standard
Time on __________ 2002 (the "Expiration  Date").  The terms of the Warrants are
governed  by a Warrant  Agreement  dated as of  __________  1998  (the  "Warrant
Agreement")  between the Company and American Stock Transfer & Trust Company, as
Warrant Agent (the "Warrant Agent"), and are subject to the terms and provisions
contained therein,  to all of which terms and provisions the holder of this Unit
Certificate  consents by acceptance hereof.  Copies of the Warrant Agreement are
on file at the office of the Warrant Agent at 40 Wall Street, New York, New York
10005,  and are available to any Warrant  holder on written  request and without
cost.  The Warrant  shall be void  unless  exercised  before 5:00 P.M.,  Eastern
Standard Time, on the Expiration Date.

         This  Certificate is not valid unless  countersigned  and registered by
the Transfer Agent and the Registrar of the Company.

         The  Warrants  and the shares of Common  Stock of Holloman  Corporation
represented by this Unit Certificate  shall be nondetachable  and not separately
tradable  until the earlier of __________  1999 or such earlier date as shall be
determined by Tejas Securities Group, Inc., as the representative of the several
underwriters (the "Separation Date").

Dated                                      SEAL     HOLLOMAN CORPORATION
Countersigned and Registered:
American Stock Transfer & Trust Company
New York, New York
Transfer Agent and Registrar

By ____________________             ____________________    _______________
      Authorized Signature                  Peter Lucas     Mark E. Stevenson
                                         Secretary      Chief Executive Officer











                    Form of Reverse Side Of Unit Certificate


                              HOLLOMAN CORPORATION

         The  Corporation  will furnish upon request and without  charge to each
stockholder the powers, designations,  preferences and relative,  participating,
optional  and other  special  rights of each class of stock and series  within a
class of stock of the Corporation,  as well as the  qualifications,  limitations
and restrictions  relating to those preferences and/or rights. A Stockholder may
make the request to the Corporation or to its Transfer Agent and Registrar.

         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 ACT - _________Custodian __________
TEN ENT  - as tenants by the entireties                                    (Cust)
(Minor)
JT TEN     -- as joint tenants with right of                  under Uniform Gifts to Minors
                 Survivorship and not as tenants           Act ______________________
                 In common                                        (State)
                      Additional  abbreviations  may also be used  though not in
the above list.
</TABLE>

Forvalue received,____________________________  hereby sell, assign and transfer
   unto Please insert Social Security or other
    Identifying Number of Assignee
    ---------------------------

 (Please Print Or Typewrite Name And Address, Including Zip Code Of Assignee)
  
 ________________________________________________Units
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 the full power of substitution in the premises.

Dated, ______________________________________-

                                            X__________________________________
                                                              (Signature)
                                            X__________________________________
                                            (Signature)

NOTICE:
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR  WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.

The Signature(s) Should Be Guaranteed By An "Eligible Guarantor  Institution" As
Defined  In Rule  17Ad-15  Under  The  Securities  And  Exchange  Act Of 1934 As
Amended.

Signature(s) Guaranteed By: _________________________________________





                              HOLLOMAN CORPORATION
                               A Texas Corporation
                            Authorized Capitalization
                20,000,000 shares of Common Stock, $.01 par value
No. U___________                                    __________Units

See Reverse For
Certain Definitions                                           CUSIP 435693 20 5

Units  Consisting  Of One Share of Common  Stock And One Warrant Each Warrant To
Purchase One Share Of Common Stock

         This  certifies  that  _____________________  is the owner of  ________
Units as described above,  transferable  only on the books of the Corporation by
the  holder  thereof  in person or by his or her duly  authorized  attorney,  on
surrender of the Certificate properly endorsed.

         Each Unit  consists  of one (1) share of  Holloman  Corporation  common
stock,  $.01 par value (the "Common Stock") and one (1) Warrant (each individual
warrant, the "Warrant"),  each Warrant to purchase one (1) share of Common Stock
for  $12.00  per share at any time on or after the  Warrants  become  separately
tradable but no later than _________ 1999 and before 5:00 P.M.  Eastern Standard
Time on __________ 2002 (the "Expiration  Date").  The terms of the Warrants are
governed  by a Warrant  Agreement  dated as of  __________  1998  (the  "Warrant
Agreement")  between the Company and American Stock Transfer & Trust Company, as
Warrant Agent (the "Warrant Agent"), and are subject to the terms and provisions
contained therein,  to all of which terms and provisions the holder of this Unit
Certificate  consents by acceptance hereof.  Copies of the Warrant Agreement are
on file at the office of the Warrant Agent at 40 Wall Street, New York, New York
10005,  and are available to any Warrant  holder on written  request and without
cost.  The Warrant  shall be void  unless  exercised  before 5:00 P.M.,  Eastern
Standard Time, on the Expiration Date.

         This  Certificate is not valid unless  countersigned  and registered by
the Transfer Agent and the Registrar of the Company.

         The  Warrants  and the shares of Common  Stock of Holloman  Corporation
represented by this Unit Certificate  shall be nondetachable  and not separately
tradable  until the earlier of __________  1999 or such earlier date as shall be
determined by Tejas Securities Group, Inc., as the representative of the several
underwriters (the "Separation Date").

Dated                                      SEAL     HOLLOMAN CORPORATION
Countersigned and Registered:
American Stock Transfer & Trust Company
New York, New York
Transfer Agent and Registrar

By ____________________             ____________________    _______________
      Authorized Signature                  Peter Lucas     Mark E. Stevenson
                                         Secretary      Chief Executive Officer











                    Form of Reverse Side Of Unit Certificate


                              HOLLOMAN CORPORATION

         The  Corporation  will furnish upon request and without  charge to each
stockholder the powers, designations,  preferences and relative,  participating,
optional  and other  special  rights of each class of stock and series  within a
class of stock of the Corporation,  as well as the  qualifications,  limitations
and restrictions  relating to those preferences and/or rights. A Stockholder may
make the request to the Corporation or to its Transfer Agent and Registrar.

         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 ACT - _________Custodian __________
TEN ENT  - as tenants by the entireties                                    (Cust)
(Minor)
JT TEN     -- as joint tenants with right of                  under Uniform Gifts to Minors
                 Survivorship and not as tenants           Act ______________________
                 In common                                        (State)
                      Additional  abbreviations  may also be used  though not in
the above list.
</TABLE>

Forvalue received,____________________________  hereby sell, assign and transfer
   unto Please insert Social Security or other
    Identifying Number of Assignee
    ---------------------------

 (Please Print Or Typewrite Name And Address, Including Zip Code Of Assignee)
  
 ________________________________________________Units
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 the full power of substitution in the premises.

Dated, ______________________________________-

                                            X__________________________________
                                                              (Signature)
                                            X__________________________________
                                            (Signature)

NOTICE:
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR  WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.

The Signature(s) Should Be Guaranteed By An "Eligible Guarantor  Institution" As
Defined  In Rule  17Ad-15  Under  The  Securities  And  Exchange  Act Of 1934 As
Amended.

Signature(s) Guaranteed By: _________________________________________





© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission