FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 METRO-TEL CORP. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 11-2014231 -------------------------------------- ------------------ (State of incorporation or organization) (I.R.S. Employer Identification No.) 290 N.E. 68th Street, Miami, FL 33138 ---------------------- --------------- ------- (Address of principal executive offices) (Zip Code) 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 ------------------- ------------------------------ Common Stock, $.025 Par Value Chicago Stock Exchange Incorporated If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [x] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ] Securities Act registration statement file number to which this form relates: Not Applicable (if applicable) Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) Item 1. Description of Registrant's Securities to be Registered The total authorized capital of the Company consists of 200,000 shares of Preferred Stock, $1.00 par value per share, and 15,000,000 shares of Common Stock, $.025 par value per share. Preferred Stock No shares of Preferred Stock are presently issued or outstanding. The Board of Directors has the authority, without action by the stockholders, to create one or more series of Preferred Stock and to fix the designation, powers, preferences (including with respect to dividends and on liquidation), rights (including voting, dividend, conversion, sinking fund and redemption rights) and qualifications, limitations and restrictions of each series. Common Stock Each outstanding share of Common Stock is entitled to one vote on all matters submitted to a vote of stockholders. There is no cumulative voting. Subject to the rights of any series of Preferred Stock which may from time to time be outstanding, the holders of outstanding shares of Common Stock are entitled to receive all dividends declared by the Board of Directors out of assets legally available therefor at such times and in such amounts as the Board of Directors may from time to time determine. Upon liquidation, dissolution or winding up of the Company, the holders of Common Stock are entitled to receive pro rata the assets of the Company which are legally available for distribution, after payment of all debts and other liabilities and subject to the rights of the holders of Preferred Stock, if any. Shares of Common Stock are neither redeemable nor convertible, and the holders thereof have no preemptive or subscription rights to purchase any securities of the Company. Exhibit 2. Exhibits Not Applicable. -2- SIGNATURES 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. METRO-TEL CORP. Date: January 7, 1999 By: /s/ Michael S. Steiner ------------------------------ Michael S. Steiner, President -3-