<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF
THE SECURITIES EXCHANGE ACT 1934
DECRANE AIRCRAFT HOLDINGS, INC.
-------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 34-1645569
-------- ----------
(State of Incorporation or organization) (I.R.S. Employer Identification No.)
155 Montross West Avenue, Suite 210 Copley, Ohio 44321
--------------------------------------------------------
(Address of principal executive offices) (zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which
to be so registered Each class is to be Registered
------------------- ------------------------------
Common Stock, $.01 par value Nasdaq National Market
<PAGE>
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The required information is incorporated by reference to the
information set forth under the caption "Description of Capital Stock" in
Amendment No. 2 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-19939), filed on March 27, 1997, a copy of which section
is attached hereto as Exhibit 2(4) and is incorporated herein by this reference.
Item 2. EXHIBITS.
2(1) Specimen Certificate
2(2) Certificate of Incorporation*
2(3) By-Laws*
2(4) Excerpt from the Registration Statement on Form S-1, as
amended (Registration No. 333-199939) describing the
Capital Stock.*
*Incorporated by reference in copies of the Registration Statement on Form S-1
(Registration No. 333-199939) filed with the Commission.
<PAGE>
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereto duly authorized.
DECRANE AIRCRAFT HOLDINGS, INC.
(Registrant)
By: R. Jack DeCrane Date: April 10, 1997
----------------------------- -------------------
Chairman of the Board and Chief
Executive Officer
<PAGE>
COMMON STOCK COMMON STOCK
[LOGO]
NUMBER SHARES
DeCrane Aircraft
Holdings, Inc.
SEE REVERSE FOR STATEMENTS RELATED
THIS CERTIFICATE IS TRANSFERABLE TO RIGHTS, PREFERENCES,
IN BOSTON, MA OR NEW YORK, NY PRIVILEGES AND RESTRICTIONS, IF ANY
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFIES THAT
is the record holder of
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, $.01 PAR VALUE, OF
DECRANE AIRCRAFT 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.
COUNTERSIGNED AND REGISTERED:
THE FIRST NATIONAL BANK OF BOSTON
TRANSFER AGENT AND REGISTRAR
/s/ illegible
AUTHORIZED SIGNATURE
Dated:
/s/ Robert Rankin [SEAL] /s/ R Jack DeCrane
SECRETARY CHAIRMAN
<PAGE>
The Corporation is authorized to issue two classes of stock, Common Stock
and Preferred Stock. The Board of Directors of the Corporation has authority to
fix the number of shares and the designation of any series of Preferred Stock
and to determine or alter the rights, preferences, privileges and restrictions
granted to or imposed upon any unissued series of Preferred Stock.
A statement of the rights, preferences, privileges and restrictions granted
to or imposed upon the respective classes or series of shares and upon the
holders thereof as established, from time to time, by the Certificate of
Incorporation of the Corporation and by any certificate of determination, and
the number of shares constituting each class and series and the designations
thereof, may be obtained by the holder hereof upon written request and without
change from the Secretary of the Corporation at its corporate headquarters.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be constituted as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM - as tenents in common UNIF GIFT MIN ACT-..............Custodian.................
TEN ENT - as tenents by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right under Uniform Gifts to Minors
of suvivorship and not as Act.....................................
tenants in common (State)
UNIF TRF MIN ACT-..........Custodian (until age..........)
(Cust)
..................under Uniform Transfers
(Minor)
to Minors Act.............
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED,_______________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
--------------------------------------
--------------------------------------
------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
ASSIGNEE)
------------------------------------------------------------------------------
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Shares of the capital stock represented by the within Certificate, and do
hereby irrevocably consitiute and appoint
------------------------------------------------------------------------------
Attorney to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.
Dated
-----------------------------
X
------------------------------------------
X
------------------------------------------
NOTICE: THE SIGNATURES TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE CERTIFICATE, IN
EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.
Signature(s) Guaranteed
By_____________________________
THE SIGNATURE SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM PURSUANT TO
S.E.C. RULE 17Ad-18)
