<PAGE>
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
DECTRON INTERNATIONALE INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CANADA N/A
- ----------------------- -------------------
(STATE OF INCORPORATION (IRS EMPLOYER
IDENTIFICATION NO.)
3400 POIRIER BLVD. H4R 2C5
MONTREAL, QUEBEC (ZIP CODE)
(ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES)
If this form relates to the If this form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon filing securities and is to become effective
pursuant to General simultaneously with the
Instruction A(c)(1) please check effectiveness of a concurrent
the following box. / / 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(b) OF THE ACT:
COMMON STOCK, NO PAR VALUE
REDEEMABLE COMMON STOCK PURCHASE WARRANTS
SECURITIES TO REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, NO PAR VALUE
REDEEMABLE COMMON STOCK PURCHASE WARRANTS
==============================================================================
<PAGE>
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The information contained under the headings entitled "DESCRIPTION OF
SECURITIES" -- "Common Stock," and "DESCRIPTION OF SECURITIES" --
"Warrants" of the Prospectus included in the Registrant's
Registration Statement on Form SB-2 (Registration No. 333-59285), as
amended, filed with the Securities and Exchange Commission, is hereby
incorporated herein by reference.
Item 2. EXHIBITS.
1. The Company's Bylaws."
2. Articles of Incorporation.**
3. Form of Public Warrant Agreement.***
4. Specimen of Warrant Certificate.****
5. Specimen Common Stock Certificate.*****
- -------
* Filed as Exhibit 3.1 to the Registrant's Registration Statement on
Form SB-2 (Registration No. 333-59285), as amended, and incorporated
herein by reference.
** Filed as Exhibit 3.2 to the Registrant's Registration Statement on
Form SB-2 (Registration No. 333-59285), as amended, and incorporated
herein by reference.
*** Filed as Exhibit 4.2 to the Registrant's Registration Statement on
Form SB-2 (Registration No. 333-59285), as amended, and incorporated
herein by reference.
**** To be filed, by amendment, as Exhibit 4.3 to the Registrant's
Registration Statement on Form SB-2 (Registration No. 333-59285), as
amended, and incorporated herein by reference.
***** To be filed, by amendment, as Exhibit 4.4 to the Registrant's
Registration Statement on Form SB-2 (Registration No. 333-59285), as
amended, and incorporated herein by reference.
<PAGE>
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, thereunto duly
authorized.
DECTRON INTERNATIONALE INC.
(Registrant)
Dated: September 22, 1998 By: /s/ Mauro Parisi
---------------------------
Mauro Parisi
Chief Financial Officer
