SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
MORTON'S RESTAURANT GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 13-3490149
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
3333 New Hyde Park Road, Suite 210, New Hyde Park, New York 75204
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(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. |X| the following box. | |
Securities Act registration statement file number to which this form relates (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
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RIGHTS TO PURCHASE SERIES NEW YORK STOCK EXCHANGE
A JUNIOR PARTICIPATING
PREFERRED STOCK, $.01 PAR VALUE
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
AMENDMENT NUMBER 2 TO FORM 8-A
The undersigned Registrant hereby amends the following items, exhibits and other
portions of its Registration Statement on Form 8-A, which was initially filed on
December 27, 1994, amended and restated on January 25, 1995 and declared
effective on February 9, 1995, regarding the registration of the Registrant's
Rights to Purchase Series A Junior Participating Preferred Stock, $.01 par value
(the "Form 8-A").
Item 1. Description of Registrant's Securities to be Registered
Item 1 of the Form 8-A is hereby amended to include the following:
On March 22, 2001, the Registrant amended and restated its Rights Agreement
originally adopted on December 15, 1994 (the "Rights Agreement") between the
Registrant (then known as Quantum Restaurant Group, Inc.) and Equiserve Trust
Company (then known as The First National Bank of Boston), as Rights Agent. The
amendments, among other things, removed provisions that required certain
directors' consent in order to redeem the Rights Agreement and to take certain
other actions. A copy of the Amended and Restated Rights Agreement is included
as Exhibit 3 to this Registration Statement and is incorporated herein by
reference. This description of the changes to the Rights Agreement does not
purport to be complete, and is qualified in its entirety by reference to the
Amended and Restated Rights Agreement.
ITEM 2. EXHIBITS
Item 2 of the Form 8-A is hereby amended to include the following:
Exhibit 3 Amended and Restated Rights Agreement, dated as of
March 22, 2001, between Morton's Restaurant Group, Inc.
and Equiserve Trust Company, as Rights Agent.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
MORTON'S RESTAURANT GROUP, INC.
By: /s/ Thomas J. Baldwin
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Thomas J. Baldwin
Executive Vice President
and Chief Financial Officer
Dated: March 23, 2001
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
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3 Amended and Restated Rights Agreement, dated as of
March 22, 2001, between Morton's Restaurant Group, Inc.
and Equiserve Trust Company, as Rights Agent (included as
an exhibit to the Registrant's Form 8-K filed on March
23, 2001 and incorporated herein by reference)