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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Dayton Superior Corporation
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(Exact name of registrant as specified in its charter)
Ohio 31-0676346
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
721 Richard Street
Miamisburg, Ohio 45342
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(Address of principal executive officer) (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 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
Instructions 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
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Class A Common Shares, without par value New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The information pertaining to Dayton Superior Corporation's (the
"Registrant's") Class A Common Shares provided in the sections entitled
"Description of Capital Shares" and "Dividend Policy" contained the Registrant's
prospectus which is to be filed with the Securities and Exchange Commission (the
"Commission") pursuant to Rule 424(b) under the Securities Act of 1933, as
amended, shall be deemed to be incorporated herein by reference. Such prospectus
is to be filed with respect to the Registrant's Registration Statement on Form
S-1 (No. 333-2974) filed with the Securities and Exchange Commission on March
29, 1996, as amended (the "Registration Statement").
ITEM 2. EXHIBITS. Pursuant to Instruction II as to Exhibits, the following
exhibits are hereby filed with each copy of this registration statement filed
with the New York Stock Exchange, but are not filed with, or incorporated by
reference in, the copies of this registration statement filed with the
Commission.
1.1 Registration Statement
3.1 Amended Articles of Incorporation of the Company
3.2 Proposed Amended Articles of Incorporation (to be effective at or
before consummation of the Offering)
3.3 Code of Regulations of the Company (as amended)
4.1 Form of Common Share Certificate
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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, thereto duly authorized.
June 18, 1996 DAYTON SUPERIOR CORPORATION,
By: /s/ John A. Ciccarelli
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John A. Ciccarelli
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
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Cravath, Swane + Moore
(212) 474-1854
June 18, 1996
DAYTON SUPERIOR CORPORATION
APPLICATION FOR REGISTRATION
OF SECURITIES ON FORM 8-A
Dear Sir:
On behalf of Dayton Superior Corporation, an Ohio corporation (the
"Company"), we hereby electronically file Amendment No. 1 to the Company's
Application for Registration of Securities on Form 8-A (Registration No.
1-11-781) (the "Form 8-A"). The Application relates to the registration,
pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the
"Exchange Act"), of the Company's Class A Common Shares, without par value
(the "Class A Common Shares"), for which a Registration Statement on Form S-1
(Registration No. 333-2974) was filed on March 29, 1996, as amended, in
connection with a proposed initial public offering of 3,700,000 Class A
Common Shares (4,255,000 Class A Common Shares if the Underwriters'
overallotment option is exercised in full).
In addition, please consider this a request to accelerate the Form
8-A, as amended so that it becomes effective concurrently with the Company's
Registration Statement on Form S-1.
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If you have any questions concerning the foregoing, please contact
the undersigned at the above telephone number.
Please acknowledge receipt of this filing electronically.
Sincerely,
/s/Eric Rutkoske
Eric Rutkoske
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
334A
