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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 MKS Instruments, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-2277512 - ---------------------------- -------------------------- (State of incorporation (IRS Employer or organization) Identification No.) Six Shattuck Road, Andover, MA 01810 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. __ |__| If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1993 pursuant to General Instruction A.(c)(2), please check the following box. __ |__| SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, NO PAR VALUE -------------------------- (Title of class) 2 Item 1: DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The description under the heading "Description of Capital Stock" relating to the Registrant's Common Stock, no par value per share, in the Prospectus included in the Registrant's Registration Statement on Form S-1 as filed with the Securities and Exchange Commission (the "Registration Statement on Form S-1") (File No. 333-40269) is incorporated herein by reference. Item 2: EXHIBITS. The following exhibits are filed herewith (or incorporated by reference as indicated below): 1. Restated Articles of Organization of the Registrant, as amended, incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1. 2. Form of Amended and Restated Articles of Organization, incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1. 3. Bylaws, as amended, of the Registrant, incorporated by reference to Exhibit 3.3 to the Company's Registration Statement on Form S-1. 4. Form of Amended and Restated Bylaws of the Registrant, incorporated by reference to Exhibit 3.4 to the Company's Registration Statement on Form S-1. -2- 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, thereto duly authorized. MKS Instruments, Inc. By: /s/ John R. Bertucci ------------------------- John R. Bertucci Chairman, President and Chief Executive Officer Dated: January 15, 1998 -3-