UNITED STATES
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
Furr's Restaurant Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 75-2350724
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
3001 E. President George Bush Highway, Richardson, Texas 75082
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(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, par value $.01 per share The American Stock Exchange
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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), checking 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:
____ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
GENERAL
Set forth below is a summary of the terms of the Common Stock. This summary
does not purport to be complete and is qualified in its entirety by reference
to the provisions of the Amended and Restated Certificate of Incorporation of
the Company (as amended, the "Certificate of Incorporation") as currently in
effect. The Certificate of Incorporation currently authorizes for issuance
20 million shares of capital stock, consisting of 15 million shares of Common
Stock and 5 million shares of preferred stock. The Board of Directors may
authorize additional series of preferred stock and fix the voting powers,
dividend rates, preferences and rights thereof. The Board of Directors has
not authorized the issuance of any series of preferred stock.
COMMON STOCK
The Company is presently authorized to issue 15 million shares of Common
Stock, par value $.01 per share. Holders of Common Stock have no preemptive
rights to purchase or subscribe for securities of the Company and the Common
Stock is not subject to redemption by the Company or convertible.
Dividends. The holders of Common Stock are entitled to receive such
dividends as may be declared by the Board of Directors out of funds legally
available therefor. The Company does not currently anticipate paying
dividends on its Common Stock in the foreseeable future. In the event of the
liquidation, dissolution or winding up of the Company, the holders of Common
stock will be entitled to share ratably in any assets of the Company
remaining after satisfaction of outstanding liabilities.
Voting Rights. Holders of Common Stock will be entitled to one vote for each
share held on all matters submitted to a vote of the stockholders unless
otherwise required by the Delaware General Corporation Law. The holders of a
majority of the shares entitled to vote shall constitute a quorum at a
meeting of stockholders. Cumulative voting for the election of directors is
not permitted; therefore, the holders of a majority of the Company's voting
securities can elect all members of the Board of Directors of the Company.
ITEM 2. EXHIBITS.
List below all exhibits filed as a part of the registration statement:
Exhibit No. Description
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3.1 Amended and Restated Certificate of Incorporation, incorporated
by reference from the Registrant's Registration Statement on
Form S-4 (File No. 33-38978).
3.2 By-laws of Furr's/Bishop's, Incorporated, as amended,
incorporated by reference from Exhibit 3.1 to Registrant's
Report
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on Form 10-Q filed August 10, 1999 with respect to the fiscal
quarter ended June 29, 1999
3.3 Certificate of Amendment to the Amended and Restated Certificate
of Incorporation of Furr's/Bishop's, Incorporated, incorporated
by reference from the Registrant's Registration Statement on
Form S-4 (File No. 33-92236).
3.4 Certificate of Incorporation of Furr's/Bishop's, Incorporated,
incorporated by reference from the Registrant's Form 10-K for
the year ended January 2, 1996.
3.5 Third Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of Furr's/Bishop's Incorporated as
filed with the Secretary of State of Delaware on December 10,
1999, filed as Exhibit 3.5 to Registrant's Annual Report on
Form 10-K for the year ended December 28, 1999.
3.6 Fourth Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of Furr's/Bishop's Incorporated
as filed with the Secretary of State of Delaware on December 10,
1999. Filed as Exhibit 3.6 to Registrant's Annual Report on
Form 10-K for the year ended December 28, 1999.
3.7 Certificate of Ownership and Merger of Subsidiary into Parent,
as filed with the Secretary of State of Delaware on February 10,
2000 filed as Exhibit 3.7 to Registrant's Annual Report on
Form 10-K for the year ended December 28, 1999.
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.
Furr's Restaurant Group, Inc.
By:/s/ Paul G. Hargett
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Name: Paul G. Hargett
Title: Executive Vice President and
Chief Financial Officer
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