SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AROC INC.
(Exact name of registrant as specified in its charter)
DELAWARE 74-2932492
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4200 EAST SKELLY DRIVE, SUITE 1000, TULSA, OKLAHOMA 74135
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction 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. |_|
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. |_|
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.(c), please check the following box. |X|
Securities Act registration statement file number to which this form
relates...........Not applicable
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
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.001 PAR VALUE
Title of Class
1
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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This filing relates to the Common Stock, $.001 par value per share, of
AROC Inc. (the "Company") to be registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended. The information contained in the
Section entitled "Comparative Rights of Shareholders" under the column heading
"New Alliance Shareholders (Delaware Law)" in the Prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended, and relating to the
Registrant's Registration Statement on Form S-4 (Reg. No. 333-85237) (the
"Registration Statement") is deemed to be incorporated by reference herein.
In addition, pursuant to an amendment to the Company's Certificate of
Incorporation filed December 8, 1999, the total number of shares of all classes
of stock that the Company has authority to issue is 120,000,000 shares,
consisting of 100,000,000 shares of common stock, par value $0.001 per share,
10,000,000 shares of preferred stock, par value $0.001 per share, and 10,000,000
shares of convertible restricted voting stock, par value $0.001 per share.
ITEM 2. EXHIBITS.
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1. Specimen of AROC Inc. Common Stock Certificate.*
2.1 Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Registration Statement).
2.2 Certificate of Amendment to Certificate of Incorporation of
the Company filed October 13, 1999 (incorporated by reference
to Exhibit 3.3 to the Registration Statement).
2.3 Certificate of Amendment to Certificate of Incorporation of
the Company filed December 8, 1999 (incorporated by reference
to Exhibit 3.1 to Form 8-K of the Company filed December 10,
1999)
2.4 Bylaws of the Company (incorporated by reference to Exhibit
3.2 to the Registration Statement).
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* Filed herewith.
2
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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, thereunto duly authorized.
Dated: December 10, 1999 AROC INC.
By: /s/ Francis M. Munchinski
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Name: Francis M. Munchinski
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Title: Vice President
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INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
NUMBER SHARES
[ ] [Company Symbol] [ ]
COMMON STOCK CUSIP 02932Q 10 1
$.001 PAR VALUE
SEE REVERSE FOR CERTAIN DEFINITIONS
AROC INC.
This certifies that
is the owner of
FULLY AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $.001 PAR VALUE, OF
AROC INC.
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 is not valid until countersigned by the Transfer
Agent and registered by the Registrar.
IN WITNESS WHEREOF the corporation has caused the facsimile signatures
of its duly authorized officers and its facsimile seal to be fixed hereto.
DATED:
COUNTERSIGNED AND REGISTERED:
/s/ John A. Keenan Registrar and Transfer Company
Transfer Agent
PRESIDENT and Registrar
BY:
/s/ Francis M. Munchinski
SECRETARY AUTHORIZED SIGNATURE
<PAGE>
[Company Symbol]
The Corporation will furnish to any stockholder, upon request and
without charge, a full statement of powers, designations, preferences and
limitations, and relative rights of the shares of each class of stock of the
Corporation authorized to be issued. Such request may be made to the Corporation
or to 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:
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 under Uniform Gifts to Minors
survivorship and not as Act..........................
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
For value received, hereby sell, assign and transfer unto
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PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING
POSTAL ZIP CODE AND ASSIGNEE
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Shares
represented by the within Certificate, and do hereby irrevocably constitute
and appoint
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Attorney to
transfer the said shares on the books of the within-named Corporation with full
power of substitution in the premises.
Dated,
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X
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(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 ALTER-
ATION OF ENLARGEMENT OR
ANY CHANGE WHATEVER.
X
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(SIGNATURE)
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THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (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.
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SIGNATURE(S) GUARANTEED BY:
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