<PAGE> 1
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
DIGICON INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 1-7427 76-0343152
(State of Incorporation) (Commission File Number) (IRS Employer Identification No.)
</TABLE>
3701 Kirby Drive
Houston, Texas 77098
(Address of Principal Executive Offices)
713/526-5611
(Registrant's telephone number, including area code)
(Not Applicable)
(Former name or former address, if changed since last report)
------------------------
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<S> <C>
Title of Each class to be Registered Name of Each Exchange on Which Class is to be Registered
COMMON STOCK NEW YORK STOCK EXCHANGE
</TABLE>
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. / /
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(TITLE OF CLASS)
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
For a description of the common stock, par value $.01 per share, see
"The Companies After the Transaction -- Digicon Capital Stock -- Digicon New
Common Stock" contained in the Joint Management Information Circular and Proxy
Statement (No. 000-04160) filed by the Registrant with the Securities and
Exchange Commission under the Securities Exchange Act of 1934. Such
description is incorporated herein by reference.
ITEM 2. EXHIBITS
Not Applicable.
SIGNATURE
Pursuant to the requirements of Section 12 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.
Date: July 25, 1996
DIGICON INC.
By: /s/ Richard W. McNairy
-------------------------------------
Richard W. McNairy,
Vice President and Principal
Financial Officer
1