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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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MODTECH HOLDINGS, INC.
(Except name of registrant as specified in its charter)
DELAWARE 33-0825386
(State of incorporation (IRS Employer
or organization) Identification No.)
2830 BARRETT AVENUE, PERRIS, CALIFORNIA 92571
(Address of principal executive offices) (Zip Code)
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If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(c), please check the following
box. [ ] box. [X]
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Securities Act registration statement file number to which this form relates:
333-66209
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
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.01 PAR VALUE
(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Information concerning the Registrant's Common Stock, $0.01 par value,
is incorporated herein by reference to the section entitled "Holdings Capital
Stock" contained in the preliminary prospectus included in the Registrant's
Registration Statement on Form S-4 (File No. 333-66209), filed with the
Securities and Exchange Commission on October 27, 1998 (the "S-4 Registration
Statement").
ITEM 2. EXHIBITS.
1 Specimen Stock Certificate
3.1* Certificate of Incorporation of Modtech Holdings, Inc.
3.2* Bylaws of Modtech Holdings, Inc.
4* Registration Rights Agreement
* Incorporated herein by reference to the exhibits of the same number in the
S-4 Registration Statement.
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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.
MODTECH HOLDINGS, INC.
Dated: November 25, 1998 By: /s/ EVAN M. GRUBER
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Evan M. Gruber,
Chief Executive Officer
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EXHIBIT 1
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[Modtech Holdings Logo]
COMMON STOCK COMMON STOCK
Number Shares
- ------------ -------------
LS
- ------------ -------------
MODTECH HOLDINGS, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
SEE REVERSE FOR STATEMENT
OF RIGHTS, PREFERENCES
PRIVLEGES AND RESTRICTIONS
CUSIP 60783C 1009
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $.01 PAR VALUE, OF
MODTECH HOLDINGS, INC.
transferable on the books of the Corporation by the holder hereof in
person or by duly authorized attorney upon surrender of this certificate
properly endorsed. This certificate is not valid unless countersigned
and registered by the Transfer Agent and Registrar. Witness the
facsimile seal of the Corporation and the facsimile signatures of its
duly authorized officers.
Dated:
[Modtech Holdings Seal]
Secretary President
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A statement of the rights, preferences, privileges and restrictions granted to
or imposed upon each class of shares authorized to be issued and upon the
holders thereof may be obtained, upon request and without charge, from the
Corporation at its principal executive office or from the Transfer Agent.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- Custodian
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(Cust) (Minor
TEN ENT -- as tenants by the entireties under Uniform Gifts to Minors
Act __________________________
JT TEN -- as joint tenants with right (State)
of survivorship and not as tenants
in common
Additional abbreviations may also be used though not in the above
list.
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ---------------------------------------
- ---------------------------------------
For value received, _____________ hereby sell, assign and transfer unto
___________________________________________________________________________
___________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
___________________________________________________________________________
___________________________________________________________________________
_____________________________________________________________________Shares
represented by the within Certificate, and do hereby irrevocably constitute
and appoint _______________________________________________________________
___________________________________________________________________________
Attorney to transfer the said shares on the books of the within-named
Corporation with full power of substitution in the premises.
Dated, ____________________
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NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of
the certificate in every
particular, without alteration or
enlargement, or any change
whatever.
