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 MCE COMPANIES, INC. (Exact name of registrant as specified in its charter) Michigan 38-3260790 (State of incorporation or organization) (I.R.S. Employer Identification No.) 310 Dino Drive, Ann Arbor, Michigan 48103 (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 12(g) of the Exchange Act and is effective pursuant to General is effective pursuant to General Instruction A.(c), please check Instruction A.(d), please check the following box. [ ] the following box. [ X ] Securities Act registration statement file number to which this form relates: 333-42360 (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 ------------------- -------------------------------- None N/A Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, without par value (Title of Class) 2 ITEM 1. Description of Registrant's Securities to be Registered Incorporated by reference to the section entitled "Description of Capital Stock" contained in Registrant's Registration Statement on Form S-1 filed on July 27, 2000 (File No. 333-42360) (the "S-1 Registration Statement"), as amended by Amendment No. 1 to the S-1 Registration Statement, filed on August 31, 2000, and Amendment No. 2 to the S-1 Registration Statement, filed on September 19, 2000. ITEM 2. Exhibits The following exhibits are filed as a part of this registration statement: 3.2* Restated Articles of Incorporation of the Registrant, to be effective upon the closing of the initial public offering of Common Stock of the Registrant pursuant to the S-1 Registration Statement. 3.4* Restated Bylaws of the Registrant, to be effective upon the closing of the initial public offering of Common Stock of the Registrant pursuant to the S-1 Registration Statement. 4.1 * Specimen Stock Certificate representing the Common Stock. - --------------------- * Incorporated by reference to the Exhibit of the same number to Amendment No. 1 to the S-1 Registration Statement of Registrant, File No. 333-42360, filed with the Securities and Exchange Commission on August 31, 2000. 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. MCE COMPANIES, INC. By: /s/ John L. Smucker --------------------------- John L. Smucker President Dated: September 19, 2000 2 3 Index to Exhibits Exhibit No. Description - ------- ----------- 3.2 * Restated Articles of Incorporation of the Registrant, to be effective upon the closing of the initial public offering of Common Stock of the Registrant pursuant to the S-1 Registration Statement. 3.4 * Restated Bylaws of the Registrant, to be effective upon the closing of the initial public offering of Common Stock of the Registrant pursuant to the S-1 Registration Statement. 4.1 * Specimen Stock Certificate representing the Common Stock. - --------------------- * Incorporated by reference to the Exhibit of the same number to Amendment No. 1 to the S-1 Registration Statement of Registrant, File No. 333-42360, filed with the Securities and Exchange Commission on August 31, 2000. 3