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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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
PECO II, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Ohio 34-1605456
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
1376 State Route 598, Galion, Ohio 44833
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(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section 12(b) class of securities pursuant to Section 12(g) of
of the Exchange Act and is effective pursuant the Exchange Act and is effective pursuant to
to General Instruction A.(c), please check the General Instruction A.(d), please check the
following box. [ ] following box. [X]
Securities Act registration statement file number to which this form relates: 333-37566
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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 Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
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Common Shares, without par value
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Item 1. Description Of Registrant's Securities To Be Registered.
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The information required by this item is incorporated herein by
reference to the discussion under the heading "Description of Capital Stock"
contained in the Registrant's Registration Statement on Form S-1 (No. 333-37566)
originally filed with the Securities and Exchange Commission (the "Commission")
on May 22, 2000, as amended by Amendment No. 1 filed with the Commission on July
3, 2000, as further amended by Amendment No. 2 filed with the Commission on July
24, 2000, and as may be further amended from time to time (the "Registration
Statement").
Item 2. Exhibits.
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Number Description
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1. Form of Amended and Restated Articles of Incorporation of the
Registrant is incorporated herein by reference to Exhibit 3.1(i)
to Amendment No. 1 to the Registrant's Registration Statement on
Form S-1 (No. 333-37566)
2. Form of Amended and Restated Code of Regulations of the
Registrant is incorporated herein by reference to Exhibit 3.1(ii)
to Amendment No. 1 to the Registrant's Registration Statement on
Form S-1 (No. 333-37566)
3. Second Amended and Restated Loan and Security Agreement, dated as
of October 22, 1999, between the Registrant and The Huntington
National Bank is incorporated herein by reference to Exhibit
10.1.1 to the Registrant's Registration Statement on Form S-1
(No. 333-37566)
4. First Amendment to Second Amended and Restated Loan and Security
Agreement, dated as of October 22, 1999, between the Registrant
and the Huntington National Bank is incorporated herein by
reference to Exhibit 10.1.2 to the Registrant's Registration
Statement on Form S-1 (No. 333-37566)
5. Specimen certificate for the Common Shares, without par value, of
the Registrant is incorporated herein by reference to Exhibit 4.1
to Amendment No. 2 to the Registrant's Registration Statement on
Form S-1 (No. 333-37566)
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SIGNATURE
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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.
PECO II, Inc.
By: /s/ Matthew P. Smith
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Matthew P. Smith
President and Chief Executive Officer
Date: August 8, 2000
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EXHIBIT INDEX
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Number Description
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1. Form of Amended and Restated Articles of Incorporation of the
Registrant is incorporated herein by reference to Exhibit 3.1(i)
to Amendment No. 1 to the Registrant's Registration Statement on
Form S-1 (No. 333-37566)
2. Form of Amended and Restated Code of Regulations of the
Registrant is incorporated herein by reference to Exhibit 3.1(ii)
to Amendment No. 1 to the Registrant's Registration Statement on
Form S-1 (No. 333-37566)
3. Second Amended and Restated Loan and Security Agreement, dated as
of October 22, 1999, between the Registrant and The Huntington
National Bank is incorporated herein by reference to Exhibit
10.1.1 to the Registrant's Registration Statement on Form S-1
(No. 333-37566)
4. First Amendment to Second Amended and Restated Loan and Security
Agreement, dated as of October 22, 1999, between the Registrant
and the Huntington National Bank is incorporated herein by
reference to Exhibit 10.1.2 to the Registrant's Registration
Statement on Form S-1 (No. 333-37566)
5. Specimen certificate for the Common Shares, without par value, of
the Registrant is incorporated herein by reference to Exhibit 4.1
to Amendment No. 2 to the Registrant's Registration Statement on
Form S-1 (No. 333-37566)
