VTX ELECTRONICS CORP
8-A12G/A, 1995-09-27
ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 8-A/A-2





FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934





                              VTX ELECTRONICS CORP.

               (Exact Name of Registrant as Specified in Charter)





       Delaware                                     11-2816128
(State of Incorporation)               (I.R.S. Employer Identification No.)


                             61 Executive Boulevard
                           Farmingdale, New York 11735
                    (Address of Principal Executive Offices)





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

         NONE


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

                          COMMON STOCK, $.10 PAR VALUE
                                (Title of Class)



<PAGE>

ITEM 1.           Capital Stock to be Registered

                  The capital stock of the Company to be registered  consists of
40,000,000 shares of Common Stock, $.10 par value, per share.

                  Each  holder of Common  Stock is entitled to one vote for each
share of Common Stock  registered  in his name on the books of the Company.  The
shares of Common Stock do not have  cumulative  voting rights,  which means that
holders  of more  than 50% of the  voting  power of the  Company  can  elect all
directors entitled to be elected by the stockholders.

                  All of the  outstanding  shares of Common Stock are fully paid
and  non-assessable.  The holders of shares of Common  Stock have no  preemptive
rights.  In the event of any liquidation,  dissolution or winding up, holders of
Common  Stock will be  entitled  to share  ratably in the assets  available  for
distribution.

                  The  holders  of Common  Stock have  equal  rights,  share for
share, to receive dividends when declared by the Board of Directors out of funds
legally available therefor.


ITEM 2.           Exhibits.

                  The  Certificate of  Incorporation  of Registrant and specimen
certificate of Common Stock being registered  hereunder  Exhibits 3(a) and 4(a),
respectively,  to Form S-18 Registration  Statement (No. 33-07693) filed for the
Company under the Securities Act of 1933, as amended are hereby  incorporated by
reference.

                                       -2-

<PAGE>


                  Pursuant to the requirements of the Securities Exchange Act of
                  1934,  Registrant  has duly caused this Amendment to be signed
                  on its behalf by the undersigned, thereunto duly authorized.


                                          VTX ELECTRONICS CORP.



                                          By:  /S/ DONALD W. ROWLEY
                                              --------------------
                                               Donald W. Rowley
                                               President
Dated:  September 25, 1995



                                       -3-



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