MODTECH INC
15-12G, 1999-02-24
PREFABRICATED WOOD BLDGS & COMPONENTS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.


                                     FORM 15

 Certification and Notice of Termination of Registration under Section 12(g) of
the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under
                    Sections 13 and 15(d) of the Securities
                              Exchange Act of 1934.

                                                Commission File Number 000-18680


                                  MODTECH, INC.
             (Exact name of registrant as specified in its charter)

 2830 Barrett Avenue, Perris, California 92571, Telephone number: (909) 943-4014
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                                  COMMON STOCK
            (Title of each class of securities covered by this Form)

                             -----------------------

  (Titles of all other classes of securities for which a duty to file reports
                     under section 13(a) or 15(d) remains)

        Please place an X in the box(es) to designate the appropriate rule
provisions(s) relied upon to terminate or suspend the duty to file reports:

        Rule 12g-4(a)(1)(i)  [X]               Rule 12h-3(b)(1)(ii)   [ ]
        Rule 12g-4(a)(1)(ii) [ ]
        Rule 12g-4(a)(2)(i)  [ ]               Rule 12h-3(b)(2)(i)    [ ]
        Rule 12g-4(a)(2)(ii) [ ]               Rule 12h-3(b)(2)(ii)   [ ]
        Rule 12h-3(b)(1)(i)  [X]               Rule 15d-6             [ ]

        Approximate number of holders of record as of the certification or
notice date: One (1).

        Pursuant to the requirements of the Securities Exchange Act of 1934,
Modtech Holdings, Inc., successor to Modtech, Inc., has caused this
certification/notice to be signed on its behalf by the undersigned duly
authorized person.

DATE: February 22, 1999             BY   /s/ Evan M. Gruber
                                         ---------------------------------------
                                         Evan M. Gruber, Chief Executive Officer

Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed. It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.



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