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 Dynatech Corporation ---------------------------------------------------------------- (Exact name of registrant as specified in its charter) Massachusetts 04-2258582 - ---------------------------------------- ---------------------- (State of Incorporation or Organization) (I.R.S. Employer Identification Number) 3 New England Executive Park Burlington, Massachusetts 01803 -------------------------------- (Address of principal executive offices) (zip code) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to Section securities pursuant to Section 12(b) of the Exchange Act and is 12(g) of the Exchange Act and is effective pursuant to General effective pursuant to General Instruction A.(c), please check the Instruction A.(d), please check the following box. [ ] following box. [X] Securities Act registration statement file number to which this form relates: --------------- (if applicable) 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 - ------------------- ------------------------------ - ------------------- ------------------------------ - ------------------- ------------------------------ Securities to be registered pursuant to Section 12(g) of the Act: common stock, no par value --------------------------------------------------- (Title of class) Item 1. Description of Registrant's Securities to be Registered. ------------------------------------------------------- The purpose of this filing is to register the common stock, no par value, of Dynatech Corporation (the "Company") under Section 12(g) of the Act. The description under the heading "Recapitalized Common Stock Following the Merger" relating to the Company's common stock, no par value, in the Proxy Statement/Prospectus included in the Company's Registration Statement on Form S-4 filed with the Securities and Exchange Commission, as amended (the "Registration Statement on Form S-4") (File No. 333-44933) is incorporated herein by reference. Item 2. Exhibits. -------- The following exhibits are filed herewith as set forth in the Exhibit Index of this Report (or incorporated by reference as indicated below): 3.1 Amended and Restated Articles of Organization of the Company. 3.2 By-Laws of the Company, incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-4 -2- 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. Dynatech Corporation Dated: June 29, 1998 By: /s/ Allan M. Kline ------------------------------ Allan M. Kline Corporate Vice President