8-A12B 1 form8a.htm FORM 8-A form8a.htm
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 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934

Heckmann Corporation
(Exact Name of Registrant as Specified in its Charter)
             
Delaware
  
26-0287117
(State of Incorporation or Organization)
  
(I.R.S. Employer Identification No.)
75080 Frank Sinatra Dr.
Palm Desert, California
  
 
92211
(Address of Principal Executive Offices)
  
(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:
 
 
Title of Each Class
to be so Registered
  
Name of Each Exchange on Which
Each Class is to be Registered
  
 
 
Units, each consisting of one share of Common Stock and one Warrant
  
 
New York Stock Exchange
  
         
 
Common Stock, par value $0.001 per share
  
 New York Stock Exchange
  
         
 
Warrants, initially exercisable for Common Stock at an
exercise price of $6.00 per share
  
  New York Stock Exchange
  

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), please check the following box.  x
  
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), please check the following box.  o

Securities Act registration statement file number to which this form relates:  _____________

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

None 
(Title of Class)
 
 

 
 
Item 1.                                Description of Registrant’s Securities to be Registered
 
The securities to be registered hereby are the units, common stock and warrants of Heckmann Corporation (the “Registrant”).  The description of the units, common stock and warrants set forth under the heading “Description of Securities” in the Registrant’s prospectus forming part of its Registration Statement on Form S-1 (File No. 333-144056), originally filed with the Securities and Exchange Commission on June 26, 2007, as thereafter amended and supplemented (the “Registration Statement”), is hereby incorporated by reference herein.

Item 2.                                Exhibits
 
The following exhibits have been filed as exhibits to the Registration Statement and are hereby incorporated by reference herein:
 
Exhibit No.
Description
 
   3.1**
 
Form of Amended and Restated Certificate of Incorporation
   3.2****
Form of Amended and Restated Bylaws
   4.1*
Specimen Unit Certificate
   4.2*
Specimen Common Stock Certificate
   4.3**
Specimen Warrant Certificate
   4.4***
Second Amended and Restated Warrant Agreement between American Stock Transfer & Trust Company, as warrant agent, and Heckmann Corporation, dated November 12, 2007.
 10.2**
Form of Registration Rights Agreement by and among Heckmann Corporation, Heckmann Acquisition LLC, Lou L. Holtz, Alfred E. Osborne, Jr. and Dan Quayle.
_______________________

*
Incorporated by reference to the exhibit of the same number filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-144056).

**
Incorporated by reference to the exhibit of the same number filed with Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-144056).

***
Incorporated by reference to the exhibit of the same number filed with Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-144056).

****
Incorporated by reference to the exhibit of the same number filed with Amendment No. 6 to the Registrant’s Registration Statement on Form S-1 (File No. 333-144056).


 
 
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.
 
Date:  May 21, 2008
 
 
HECKMANN CORPORATION
 
By: /s/ Donald G. Ezzell
Donald G. Ezzell
Vice President

 

 
EXHIBIT INDEX

Exhibit No.
Description
3.1**
Form of Amended and Restated Certificate of Incorporation
3.2****
Form of Amended and Restated Bylaws
4.1*
Specimen Unit Certificate
4.2*
Specimen Common Stock Certificate
4.3**
Specimen Warrant Certificate
4.4***
Second Amended and Restated Warrant Agreement between American Stock Transfer & Trust Company, as warrant agent, and Heckmann Corporation, dated November 12, 2007.
10.2**
Form of Registration Rights Agreement by and among Heckmann Corporation, Heckmann Acquisition LLC, Lou L. Holtz, Alfred E. Osborne, Jr. and Dan Quayle.
_______________________

*
Incorporated by reference to the exhibit of the same number filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-144056).

**
Incorporated by reference to the exhibit of the same number filed with Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-144056).

***
Incorporated by reference to the exhibit of the same number filed with Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-144056).

****
Incorporated by reference to the exhibit of the same number filed with Amendment No. 6 to the Registrant’s Registration Statement on Form S-1 (File No. 333-144056).