[DESCRIPTION] REGISTRATION OF A CLASS OF SECURITIES
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
COOKER RESTAURANT CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
OHIO 62-1292102
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(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
5500 Village Boulevard
West Palm Beach, Florida 33407
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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, without par value 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), 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:
N/A
Securities to be registered pursuant to Section 12(g) of the Act:
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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
The issued and outstanding Common Shares are duly authorized, validly issued,
fully paid and nonassessable. Holders of Common Shares are entitled to one
vote per share on all matters that properly come before the shareholders,
including the election of directors. The Common Shares do not have cumulative
voting rights and, therefore, a simple majority of the Common Shares present
and voting at a meeting of shareholders will be able to elect all of the
directors to be elected at such meeting. Holders of Common Shares are
entitled to receive dividends when, as and if declared by the Board of
Directors of the Company out of funds legally available therefor. Under the
Registrant,s loan agreements, dividends may be declared in any fiscal year
providing such dividends do not cause the Registrant to be in default on the
loans. In the event of the liquidation, dissolution or winding up of the
affairs of the Company, holders of Common Shares are entitled to receive
ratably the net assets of the Company available for distribution after the
Company's creditors are paid. Holders of Common Shares have no preemptive,
redemption or conversion rights.
Pursuant to the Company's Shareholders' Rights Plan, adopted January 11,
2000, each holder of common stock of record at the close of business on
January 16, 2000 is entitled to purchase from the Company one one-hundredth
of a share of the Company's Class A Junior Participating Preferred Stock
(or in certain circumstances, cash, property or other securities) at a
price of $17.50 per one one-hundredth of a Preferred Share (the "Purchase
Price"), subject to adjustment.
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In the event that any person or group of affiliated or associated persons
acquires beneficial ownership of 15% or more of the outstanding shares of
Common Stock (an "Acquiring Person"), each holder of a Right, other than
Rights beneficially owned by the Acquiring Person (which will thereafter
be void), will thereafter have the right to receive upon exercise that
number of Common Shares having a market value of two times the exercise
price of the Right. Issuances (and consequent beneficial ownership) of
Common Stock (at or in excess of such 15% threshold) by the Company in
connection with certain acquisition transactions effected by the Company
and approved by the Board of Directors are excepted from this provision.
ITEM 2. EXHIBITS
None.
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.
Date: August 9, 2000
COOKER RESTAURANT CORPORATION
By: /s/ Henry R. Hillenmeyer
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Name: Henry R. Hillenmeyer
Title: Chairman and Chief
Executive Officer