<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
Dynatech Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Massachusetts 04-2258582
- ------------------------------ -----------------------------------------
(State of incorporation (IRS Employer
or organization) Identification No.)
3 New England Executive Park, Burlington, MA 01803-5087
- --------------------------------------------------------------------------------
(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.
[ ]
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 1993 pursuant to General
Instruction A.(c)(2), please check the following box.
[ ]
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:
Common Stock New York Stock Exchange
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
<PAGE> 2
Item 1: Description of Registrant's Securities to be Registered.
-------------------------------------------------------
The Company's authorized capital stock consists of 50,000,000
shares of Common Stock, par value $.20 per share (the "Common Stock"),
and 100,000 shares of Preferred Stock, par value $1.00 per share (the
"Preferred Stock"), of which 24,000 shares have been designated as
"Series A Junior Participating Cumulative Preferred Stock".
Common Stock.
------------
Holders of Common Stock are entitled to one vote per share on all
matters to be voted upon by the stockholders. Subject to the rights of
holders of outstanding Preferred Stock, if any, the holders of Common
Stock are entitled to receive such dividends, if any, as may be
declared by the Board of Directors out of funds legally available
therefor. In the event of a liquidation, dissolution, or winding up of
the Company, holders of Common Stock have the right to a ratable
portion of the assets of proceeds thereof, which are available for
distribution to stockholders, subject to any preferential payments
required to be made to holders of outstanding Preferred Stock, if any.
Holders of Common Stock do not have cumulative voting, preemptive,
redemption or conversion rights. All outstanding shares of Common Stock
are fully paid and nonassessable. The preferences and rights of holders
of shares of Common Stock may become subject to those of holders of
shares of any series of Preferred Stock which the Company may issue in
the future.
Item 2: Exhibits.
--------
Pursuant to Instructions II to Form 8-A, the following exhibits
have been or will be filed with this registration statement filed with
the New York Stock Exchange, but are not filed as exhibits to this
registration statement with the Securities and Exchange Commission:
1. The Registrant's Annual Report on Form 10-K for its fiscal
year ended March 31, 1996.
2. The Registrant's Current Report on Form 8-K dated October 21,
1996.
3. The Registrant's Quarterly Reports on Form 10-Q for its
fiscal quarters ended June 30, 1996 and September 30, 1996.
4. The Registrant's Proxy Statement dated June 27, 1996, as
amended, for its 1996 Annual Meeting of Shareholders, as
filed with the Securities and Exchange Commission on June 26,
1996 and amended on July 2, 1996.
5. The Registrant's Restated Articles of Organization.
6. The Registrant's Bylaws, as amended.
7. Shareholder Rights Agreement, dated as of February 16, 1989,
between the Registrant and The First National Bank of Boston,
as Rights Agent.
8. Specimen stock certificate representing the Registrant's
common stock, $.20 par value per share.
9. The Registrant's Annual Report to Shareholders, mailed to
stockholders of the Registrant with the Proxy Statement for
the Company's 1996 Annual Meeting of Stockholders on July 30,
1996.
<PAGE> 3
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, thereto duly
authorized.
DYNATECH CORPORATION
By: /s/ Allan M. Kline
-------------------------------------
Allan M. Kline
Vice President, Chief Financial
Officer and Treasurer
Date: January 15, 1997
