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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DUCOMMUN INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware 95-0693330
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(State of Incorporation or organization) (I.R.S. Employer
Identification No.)
23301 South Wilmington Avenue, Carson, California 90745
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(Address of Principal Executive offices) (Zip Code)
Securities to registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on
to be so registered which each class is to be registered
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<S> <C>
Common Stock, $.01 Par Value New York Stock Exchange
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
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The capital stock of Ducommun Incorporated (the "Company") to be
registered for listing on the New York Stock Exchange is the Company's common
stock, $.01 par value (the "Common Stock").
The holders of shares of Common Stock are entitled to receive
dividends declared by the Board of Directors from funds legally available
therefor and in the event of liquidation to receive pro rata all assets
remaining after payment of all other obligations. Each holder of shares of
Common Stock is entitled to one vote for each share held and to cumulate votes
for the election of directors. Directors serve for three-year terms, with
approximately one-third of the directors being elected each year. Shareholders
do not have preemptive rights. The outstanding shares of Common Stock are
fully paid, nonassessable and not subject to redemption.
The Company's Certificate of Incorporation and Bylaws contain
certain provisions which could have the effect of delaying or preventing
certain changes in control of the Company. These provisions include (i) a
classified Board of Directors, pursuant to which the Board of Directors is
divided into three classes, only one of which is subject to election each year,
and (ii) a requirement of 75% shareholder approval for any merger,
consolidation or sale of all or substantially all the Company's assets or
business to any corporation which, with its affiliates, owns beneficially 10%
or more of the Company's outstanding Common Stock.
Item 2. Exhibits
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1. All exhibits required by Instruction II to Item 2 will be
supplied to the New York Stock Exchange.
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.
DUCOMMUN INCORPORATED
Dated: October 30, 1996 By: /s/ James S. Heiser
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James S. Heiser
Vice President, Chief Financial
Officer and General Counsel
