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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 OF 1934
MARCUM NATURAL GAS SERVICES, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 84-1169358
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
1675 BROADWAY, SUITE 2150
DENVER, COLORADO 80202
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(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
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NONE NONE
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this Form relates:
333 - 60925
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK PURCHASE WARRANTS
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The securities to be registered hereunder are Common Stock Purchase
Warrants, entitling the holders thereof to purchase shares of Common Stock, par
value $.01 per share, of Marcum Natural Gas Services, Inc., a Delaware
corporation (the "Registrant"). The description of the Common Stock Purchase
Warrants being registered hereunder is set forth under the heading "The Warrant
Distribution" contained in the Registrant's Registration Statement on Form S-3
(Registration No. 333-60925), which was filed with the Securities and Exchange
Commission on August 7, 1998, as amended from time to time, and such description
is incorporated herein by reference.
ITEM 2. EXHIBITS.
The following exhibits are filed as a part of this Registration
Statement:
(3.1) Restated Certificate of Incorporation, as amended, of Marcum
Natural Gas Services, Inc. (Incorporated by reference to
Exhibit 3.1 to Registrant's Registration Statement on Form
S-18, Registration No. 33-44558.)
(3.2) Certificate of Amendment to the Restated Certificate of
Incorporation, as amended, of Marcum Natural Gas Services,
Inc. (Incorporated by reference to Exhibit 3.1 of Registrant's
Form 8-K filed on July 7, 1998.)
(3.3) By-laws, as amended, of Marcum Natural Gas Services, Inc.
(Incorporated by reference to Exhibit 3.2 to Registrant's
Registration Statement on Form SB-2, Registration No.
33-82868.)
(4.1) Specimen Common Stock Certificate. (Incorporated by reference
to Exhibit 4.1 to Registrant's Registration Statement on Form
S-18, Registration No. 33-44558.)
(4.2) Rights Agreement, dated as of December 2, 1991, between Marcum
Natural Gas Services, Inc. and American Securities Transfer,
Inc. (Incorporated by reference to Exhibit 10.6 to
Registrant's Registration Statement on Form S-18, Registration
No. 33-44558.)
(4.3) Amendment No. 1 to Rights Agreement dated as of March 23,
1998, between Marcum Natural Gas Services, Inc. and Amended
Security Transfer of Trust, Inc. (Incorporated by reference to
Exhibit 2 to Registrant's Form 8-A/A Amendment No. 1 filed
April 3, 1998.)
(4.4) Form of Common Stock Purchase Warrant. (Incorporated by
reference to Exhibit 4.4 to the Registrant's Registration
Statement on Form S-3, Registration No. 333-60925.)
(4.5) Form of Warrant Agency Agreement between Marcum Natural Gas
Services, Inc. and American Securities Transfer & Trust, Inc.
(Incorporated by reference to Exhibit 4.5 to the Registrant's
Registration Statement on Form S-3, Registration No.
333-60925.)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
MARCUM NATURAL GAS SERVICES, INC.
By: /s/ W. Phillip Marcum
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W. Phillip Marcum, President
and Chief Executive Officer
Dated: August 10, 1998
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