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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TECHDYNE, INC.
(Exact name of registrant as specified in its charter)
Florida 59-1709103
(State of incorporation or organization) (I.R.S. Employer Identification No.)
2230 West 77th Street, Hialeah, Florida 33016
(Address of principal executive offices) (Zip Code)
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
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None None
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:
Common Stock, $.01 par value
(Title of class)
(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
This registration statement relates to the registration of common
stock, $.01 par value (the "Common Stock") and Common Stock Purchase Warrants
(the "Warrants") of Techdyne, Inc. (the "Company") to be registered with the
Securities and Exchange Commission (the "Commission") pursuant to Section 12(g)
under the Securities Exchange Act of 1934 (the "1934 Act").
The Company has an authorized capital of 10,000,000 shares of Common
Stock of which 4,294,019 shares are currently outstanding. The issued and
outstanding shares of Common Stock are fully paid and non-assessable, and all
the shares of Common Stock underlying the Warrants when issued, will be fully
paid and non-assessable.
Holders of the Common Stock are entitled to one vote per share on all
matters submitted to a vote of shareholders and do not have cumulative voting
rights in the election of directors.
Holders of Common Stock are entitled to share pro rata in such
dividends as may be declared by the board of directors out of funds legally
available. On any dissolution, liquidation or winding-up of the Company, the
holders of Common Stock will be entitled to share pro rata in all distributions
made after payment of or provision for the payment of all debts and prior
claims. There are no preemptive rights or conversion privileges applicable to
the Common Stock.
The transfer agent for the Common Stock and the Warrant Agent for the
Warrants is Continental Stock Transfer and Trust Company, 2 Broadway, New York,
New York 10004.
Item 2. Exhibits
1.1 Form of Common Stock Certificate (incorporated by reference to
the Company's Registration Statement on Form SB-2, File No.
33-94998-A, effective September 13, 1995 ("SB-2 Registration
Statement"), Part II, Exhibit 4(a)).
1.2 Form of Redeemable Common Stock Purchase Warrant (incorporated
by reference to the Company's SB-2 Registration Statement,
Part II, Exhibit 4(b)).
2.1 Restated Articles of Incorporation of the Company filed June
30, 1994 (incorporated by reference to the Company's SB-2
Registration Statement, Part II, Exhibit 3(a)).
2.2 By-laws of the Company (incorporated by reference to the
Company's SB-2 Registration statement, Part II, Exhibit 3(b)).
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 and authorized.
TECHDYNE, INC.
Dated: December 6, 1996
By: /s/ THOMAS K. LANGBEIN
THOMAS K. LANGBEIN,
Chairman of the Board
