FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
INDUSTRIAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 76-0289495
(State of incorporation or organization) (I.R.S. Employer Identification No.)
7135 ARDMORE, HOUSTON, TEXAS 77054
(Address of principal executive offices) (Zip Code)
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
Class C Redeemable Common
Stock Purchase Warrants Nasdaq National Market
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
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
CLASS C REDEEMABLE COMMON STOCK PURCHASE WARRANTS
(Title of class)
(Title of class)
<PAGE>
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This registration statement relates to the registration with the
Securities and Exchange Commission of Class C Redeemable Common Stock Purchase
Warrants (the "Class C Warrants") of Industrial Holdings, Inc. (the "Company").
The description of the Class C Warrants to be registered set forth under the
caption "Description of Securities--Warrants" in the Company's Registration
Statement on Form S-1 Registration No. 333-13323 ("Registration Statement") is
incorporated herein by reference.
Item 2. EXHIBITS
1. Specimen of Class C Redeemable Common Stock Purchase Warrant
Certificate. Exhibit 4.4 to the Company's Registration Statement is
incorporated herein by this reference.
2.1 Amended and Restated Articles of Incorporation of the Company.
Exhibit 3.1 to the Company's Registration Statement is incorporated
herein by this reference.
2.2 Amended and Restated Bylaws of the Company. Exhibit 3.2 to the
Company's Registration Statement is incorporated herein by this
reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
Industrial Holdings, Inc.
Dated: November 1, 1996 By: /s/ CHRISTINE A. SMITH
Christine A. Smith
Vice President and Chief
Financial Officer
