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 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ___________________ MANCHESTER EQUIPMENT CO., INC. (Exact Name of Registrant as Specified in its Charter) NEW YORK 11-2312854 (State of incorporation (I.R.S. Employer or organization) Identification No.) 160 OSER AVENUE HAUPPAUGE, NEW YORK 11788 (Address of principal executive offices) (Zip Code) If this Form relates to the registration If this Form relates to the registration of a class of debt securities and is of a class of debt securities and is to effective upon filing pursuant to become effective simultaneously with the General Instruction A(c)(1) please effectiveness of a concurrent registration check the following box. [ ] 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(b) of the Act: Title of Each Class Name of Each Exchange on which to be so Registered Each Class is to be Registered ------------------- ------------------------------ NOT APPLICABLE Securities to be registered pursuant to Section 12(g) of the Act: COMMON STOCK, $.01 PAR VALUE (Title of Class) 2 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The description of Registrant's Common Stock, $.01 par value per share, to be set forth under the caption "Description of Capital Stock - Common Stock" in the prospectus to be filed by Registrant pursuant to Rule 424(b) under the Securities Act of 1933, as amended (Registration No. 333-13345), shall be deemed to be incorporated herein by reference thereto. ITEM 2. EXHIBITS.* 3.1.a. Certificate of Incorporation of Registrant, filed August 21, 1973. 3.1.b. Certificate of Amendment of Certificate of Incorporation filed January 29, 1985. 3.1.c. Restated Certificate of Incorporation filed October 1, 1996. 3.2 Form of By-Laws of Registrant. 4.1 Form of Specimen Common Stock Certificate of Registrant. 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. MANCHESTER EQUIPMENT CO., INC. (Registrant) Dated: November 4, 1996 By: /s/ Barry R. Steinberg ------------------------------------- Barry R. Steinberg President and Chief Executive Officer _____________________ * Each of the Exhibits is filed as an Exhibit with the corresponding Exhibit No. to Registrant's Registration Statement on Form S-1 (File No. 333-13345) and incorporated herein by reference thereto.