-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DVFD0tO36JQJA6io0acVF2m7epeIEPeek2FpxQRYDyhg3yiSyhLsLTFEgtpHJPzA cpcefysK2PR9TnyJ2TiLqw== 0000912057-97-012508.txt : 19970411 0000912057-97-012508.hdr.sgml : 19970411 ACCESSION NUMBER: 0000912057-97-012508 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970410 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DECRANE AIRCRAFT HOLDINGS INC CENTRAL INDEX KEY: 0000880765 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 341645569 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-22371 FILM NUMBER: 97577895 BUSINESS ADDRESS: STREET 1: 155 MONTROSE WEST AVE. SUITE 210 CITY: COPLEY STATE: OH BUSINESS PHONE: 3306683061 MAIL ADDRESS: STREET 1: 155 MONTROSE WEST AVENUE STREET 2: SUITE 210 CITY: COPLEY STATE: OH ZIP: 44321 8-A12G 1 8-A12G 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 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. 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 EX-2.1 2 SPECIMEN CERTIFICATE 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 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: 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)
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) -----END PRIVACY-ENHANCED MESSAGE-----