<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
----------------------
VERITAS DGC INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-7427 76-0343152
(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) (IRS EMPLOYER
IDENTIFICATION NO.)
3701 KIRBY DRIVE
HOUSTON, TEXAS 77098
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
713/526-5611
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
DIGICON INC.
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
----------------------
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Which
Title of Each class to be Registered Class is to be Registered
COMMON STOCK NEW YORK STOCK EXCHANGE
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: August 14, 1996
VERITAS DGC INC.
By: /s/ Richard W. McNairy
------------------------------
Richard W. McNairy,
Vice President and Principal
Financial Officer
1