1 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 --------------- MODTECH HOLDINGS, INC. (Except name of registrant as specified in its charter) DELAWARE 33-0825386 (State of incorporation (IRS Employer or organization) Identification No.) 2830 BARRETT AVENUE, PERRIS, CALIFORNIA 92571 (Address of principal executive offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of securities registration of a class of securities pursuant to Section 12(b) of the pursuant to Section 12(g) of the Exchange Act and is effective Exchange Act and is effective pursuant to General Instruction pursuant to General Instruction A.(c), please check the following A.(c), please check the following box. [ ] box. [X] Securities Act registration statement file number to which this form relates: 333-66209 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 ------------------- ------------------------------ NONE NONE Securities to be registered pursuant to Section 12(g) of the Act: COMMON STOCK, $0.01 PAR VALUE (Title of class) 2 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Information concerning the Registrant's Common Stock, $0.01 par value, is incorporated herein by reference to the section entitled "Holdings Capital Stock" contained in the preliminary prospectus included in the Registrant's Registration Statement on Form S-4 (File No. 333-66209), filed with the Securities and Exchange Commission on October 27, 1998 (the "S-4 Registration Statement"). ITEM 2. EXHIBITS. 1 Specimen Stock Certificate 3.1* Certificate of Incorporation of Modtech Holdings, Inc. 3.2* Bylaws of Modtech Holdings, Inc. 4* Registration Rights Agreement * Incorporated herein by reference to the exhibits of the same number in the S-4 Registration Statement. 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. MODTECH HOLDINGS, INC. Dated: November 25, 1998 By: /s/ EVAN M. GRUBER ---------------------------- Evan M. Gruber, Chief Executive Officer