HAYNES HOLDINGS INC
8-A12G, 1996-07-18
STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS
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                                    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

                                Haynes Holdings, Inc.                  
         --------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Delaware                                              13-3527598    
- - -----------------------------                               -----------------
  (State of incorporation                                   (I.R.S. Employer
  or organization)                                          Identification No.)

 1020 West Park Avenue
 Kokomo, Indiana                                               46904-9013
- - ----------------------------------------------                 ----------
(Address of principal executive offices)                        (Zip Code)


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

                                      None.


If  this Form relates to the                    If this Form relates to the
registration of a class of                      registration of a class of
debt securities and is effective                debt securities and is  to
upon filing pursuant to General                 become effective simultane-
Instruction A.(c)(1), please check              ously with the effectiveness
the following box []                            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:

                          Common Stock, $.01 par value.








<PAGE>
                                EXPLANATORY NOTE
                                ----------------

     The  current name of the  Registrant  for the Common Stock to be registered
pursuant  to  this  Registration Statement is Haynes Holdings, Inc.  The name of
the  Registrant  will  be  changed  to  Haynes  International, Inc. prior to the
effectiveness of this Registration Statement.   Approximately thirty  days after
the  closing  of  the  initial  public  offering  of  the  Common  Stock of  the
Registrant,  the  Registrant's  wholly-owned  subsidiary,  Haynes International,
Inc.  (whose  name will be  changed to  Haynes Corp. prior to the name change of
the Registrant  and the effectiveness  of the  Registration Statement), will  be
merged with and into the Registrant and the name of the surviving entity will be
"Haynes International, Inc."


<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
- - ------  -------------------------------------------------------

     The  description  of  the  Registrant's  Common Stock contained under the
heading  "Description  of  Capital  Stock" on pages 66-68 of the Prospectus
(subject  to  completion)  dated July 17, 1996, contained in the Registrant's
Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-5203), is
incorporated herein by reference.

Item 2.  Exhibits.
- - ------   --------


                                INDEX TO EXHIBITS


Exhibit
Number         Description of Exhibit
- - -----------    -------------------------------------------------------------

1       Specimen Stock Certificate for Common Stock.  (Incorporated by
        reference to Exhibit 4.12 to Registration Statement on Form S-1,
        Registration No. 333-5203.)
2       Certificate of Incorporation of Registrant. (Incorporated by
        reference to Exhibit 3.02 to Registration Statement on Form
        S-4, Registration No. 33-66346.)
3       Certificate of Amendment to Certificate of Incorporation of Registrant. 
        (Incorporated by reference to Exhibit 3.03 to Amendment No. 1 to
        Registration Statement on Form S-1, Registration No. 333-5203.)
4       Bylaws of Registrant.  (Incorporated by reference to Exhibit 3.04
        to Registration Statement on Form S-4, Registration No. 33-66346.)

<PAGE>
                                    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, thereto duly authorized.



                              HAYNES HOLDINGS, INC.




                              By:   /s/ Michael D. Austin
                              Michael D. Austin
                              President and Chief Executive Officer



Date:  July 18, 1996






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