AUDIO COMMUNICATIONS NETWORK INC
8-A12B, 1997-12-04
BUSINESS SERVICES, NEC
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    As filed with the Securities and Exchange Commission on December 4, 1997

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                             ----------------------
                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                       Audio Communications Network, Inc.
             (Exact name of registrant as specified in its charter)

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<S>                                                                              <C>    

                     Florida                                                     52-0690530
      (State of Incorporation or organization)                    (I.R.S. Employer Identification No.)

1000 Legion Place, Suite 1515, Orlando, Fl                                          32801
- --------------------------------------------                       -------------------------------
   (Address of principal executive offices)                                    (Zip Code)

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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 Act registration statement file number to which this form
relates:  ___________________
           (If applicable)

Securities to be registered pursuant to Section 12(b) of the Act:

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<S>                                                                           <C>    

          Title of Each Class                                  Name of Each Exchange on Which
          to be so Registered                                  Each Class is to be Registered

Common Stock $.25 par value per share                              American Stock Exchange
- -------------------------------------                              -----------------------
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Securities to be registered pursuant to Section 12(g) of the Act:

- --------------------------------------------------------------------------------
                                (Title of Class)





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Item 1.  Description of Registrant's Securities to be Registered.

                  The Company is authorized to issue 12,000,000 shares of Common
                  Stock, par value $.25 per share, of which, as of the date
                  hereof, 4,453,191 shares are outstanding. Holders of shares of
                  Common Stock are entitled to one vote for each share held of
                  record on all matters to be voted on by stockholders. There
                  are no preemptive, subscription, conversion or redemption
                  rights pertaining to the shares of Common Stock. Holders of
                  shares of Common Stock are entitled to receive dividends when,
                  as and if declared by the Board of Directors and to share
                  ratably in the assets of the Company available upon
                  liquidation, dissolution or winding up. The holders of shares
                  of Common Stock do not have cumulative voting rights for the
                  election of directors and, accordingly, the holders of more
                  than 50% of the shares of Common Stock are able to elect all
                  directors.

Item 2.  Exhibits.

                  Not applicable.



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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.

                                              AUDIO COMMUNICATIONS NETWORK, INC.

                                                    By: /s/ David W. Unger
                                                      -------------------------
                                                       David W. Unger
                                                       Chief Financial Officer/
                                                       Executive Vice President

Dated:  December 4, 1997


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