HANOVER COMPRESSOR CO
8-A12B, 1997-06-09
EQUIPMENT RENTAL & LEASING, NEC
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<PAGE>   1

                                 UNITED STATES
                       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

                           HANOVER COMPRESSOR COMPANY           
               --------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 Delaware                                   75-2344249        
- -------------------------------------------------------------------------------
(State of incorporation or Organization)                 (I.R.S. Employer
                                                        Identification No.)

12001 North Houston Rosslyn, Houston, Texas                    77086   
- -------------------------------------------------------------------------------
(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
                                       
         Common Stock, par value       
         $.001 per share                   New York Stock Exchange      
         -----------------------       ------------------------------

       Securities to be registered pursuant to Section 12(g) of the Act:

                                    None
- --------------------------------------------------------------------------------
                              (Title of Class)
<PAGE>   2

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

         The securities to be registered consist of _________ shares of the
Registrant's Common Stock, par value $.001 per share, and 625,000 additional
shares of Common Stock subject to an underwriters' over-allotment option,
covered by the Registrant's Registration Statement on Form S-1, as now or
hereafter amended (Registration No. 333-24953) (the "Registration Statement").
The Registrant hereby incorporates by reference the information set forth under
the caption "Description of Capital Stock" contained in the prospectus that
constitutes part of the Registration Statement.  Any form of prospectus
subsequently filed by the Registrant pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, shall be deemed incorporated herein by this
reference.

ITEM 2.  EXHIBITS.

         The following documents are filed as exhibits to this registration
statement:

<TABLE>
<CAPTION>
Exhibit No.      Description                           
- ------------     --------------------------------------------------------------
   <S>           <C>
   1             Hanover Compressor Company's Registration Statement on Form 
                 S-1, as amended (No. 333-24953).
                 
   2             Amended and Restated Certificate of Incorporation of Hanover 
                 Compressor Company (incorporated by reference to Exhibit 3.1 
                 to the Registration Statement).
                 
   3             Amended and Restated By-Laws of Hanover Compressor Company 
                 (incorporated by reference to Exhibit 3.2 to the Registration 
                 Statement).
                 
   4             Specimen Common Stock Certificate (incorporated by reference 
                 to Exhibit 4.11 to the Registration Statement).
</TABLE>
<PAGE>   3
                                   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.
                                        
                                        HANOVER COMPRESSOR COMPANY          
                                        ------------------------------------
                                                   (Registrant)
                                        
                                        
                                        By: /s/ Michael J. McGhan           
                                        ------------------------------------
                                        Michael J. McGhan
                                        President and Chief Executive
                                        Officer
                                        
                                        Date:  May 30, 1997
                                               ------      



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