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
AMERIKING, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3970707
(State of Incorporation) (I.R.S. Employer Identification No.)
2215 ENTERPRISE DRIVE
SUITE 1502
WESTCHESTER, ILLINOIS 60154
(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 1933 pursuant to General
Instruction A(c)(2) please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Titles of each class Name of Each Exchange on Which
to be so registered each class is to be registered
------------------- ------------------------------
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
-------------------------------------------------------
A complete description of the Common Stock, $.01 par value per share,
which is to be registered hereunder is contained under the caption
"Description of Capital Stock" in the final Prospectus filed pursuant to Rule
424(b) which forms a part of the Form S-1 Registration Statement (No.
333-04261) (the "Registration Statement") of AmeriKing, Inc. (the
"Registrant"), including any amendment or report filed for the purpose of
updating such description, filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended. Such description is hereby
incorporated by reference.
Item 2. Exhibits.
--------
The following exhibits are filed herewith:
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
-------- ----------- -----------
1 Amended and Restated Certificate of Incorporation of AmeriKing
(incorporated by reference to Exhibit 3.1 of the Registration
Statement)......................................................................... *
2 Amended and Restated Bylaws of AmeriKing (incorporated by
reference to Exhibit 3.2 of the Registration Statement)............................ *
3 Stockholders Agreement, dated September 1, 1994, by and among
AmeriKing and the stockholders appearing on the signature pages
thereto (incorporated by reference to Exhibit 4.1 of the
Registration Statement)............................................................ *
4 Consent and Amendment No. 1 to Stockholders Agreement, dated
November 30, 1994, by and among AmeriKing and the stockholders
appearing on the signature pages thereto (incorporated by
reference to Exhibit 4.2 of the Registration Statement)............................ *
5 Consent and Amendment No. 2 to Stockholders Agreement, dated
February 7, 1996, by and among AmeriKing and the stockholders
appearing on the signature pages thereto (incorporated by
reference to Exhibit 4.3 of the Registration Statement)............................ *
6 Form of Amended and Restated Stockholders Agreement, dated
______________, 1996, by and among AmeriKing and the stockholders
appearing on the signature pages thereto (incorporated by
reference to Exhibit 4.4 of the Registration Statement)............................ *
7 Management Subscription Agreement, dated September 1, 1994, by
and among AmeriKing, Tabor Restaurant Associates, Inc., Jaro
Enterprises, Inc., Jaro Restaurants, Inc., JB Restaurants, Inc.,
Castleking, Inc., White-Osborn Restaurants, Inc., Osburger, Inc.,
Lawrence Jaro, William Osborn, Gary Hubert, Joel Aaseby,
Donald Stahurski and Scott Vasatka (incorporated by reference
to Exhibit 4.5 of the Registration Statement)...................................... *
8 Stock Option Agreement, dated September 1, 1994, between
AmeriKing and Scott Vasatka (incorporated by reference to
Exhibit 4.6 of the Registration Statement)......................................... *
9 Stock Option Agreement, dated September 1, 1994, between
Registrant and AmeriKing (incorporated by reference to
Exhibit 4.7 of the Registration Statement)......................................... *
10 Warrant Agreement, dated September 1, 1994, between AmeriKing and
The First National Bank of Boston (incorporated by reference to
Exhibit 4.8 of the Registration Statement)......................................... *
11 Common Stock Purchase Warrant, dated September 1, 1994, between
AmeriKing and BancBoston Capital Inc. (incorporated by reference
to Exhibit 4.9 of the Registration Statement)...................................... *
12 First Amendment to Common Stock Purchase Warrant, dated November
30, 1994 (incorporated by reference to Exhibit 4.10 of the
Registration Statement)............................................................ *
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
-------- ----------- -----------
13 Second Amendment to Common Stock Purchase Warrant, dated
February 7, 1996 (incorporated by reference to Exhibit 4.11
of the Registration Statement)..................................................... *
14 Amended and Restated Note, dated February 7, 1996, from AmeriKing
to MCIT PLC in the aggregate principal amount of $11,000,000
(incorporated by reference to Exhibit 4.12 of the Registration
Statement)......................................................................... *
15 Securities Purchase Agreement, dated November 30, 1994, between
AmeriKing and BancBoston Investments, Inc. (incorporated by
reference to Exhibit 4.19 of the Registration Statement)........................... *
16 Common Stock Purchase Warrant, dated November 30, 1994, between
AmeriKing and BancBoston Investments, Inc. (incorporated by
reference to Exhibit 4.20 of the Registration Statement)........................... *
17 Common Stock Purchase Warrant, dated February 7, 1996, from
Registrant to PMI Mezzanine Fund, L.P. (incorporated by
reference to Exhibit 4.28 of the Registration Statement)........................... *
18 Form of Amendment No. 1 to Common Stock Purchase Warrants, dated
___________, 1996, from Ameriking to PMI Mezzanine Fund, L.P.
(incorporated by reference to Exhibit 4.37 of the Registration
Statement)......................................................................... *
19 Form of Amendment No. 1 to Option Agreement, dated _______, 1996,
by and among AmeriKing, Donald Stahurski and Scott Vasatka
(incorporated by reference to Exhibit 4.38 of the Registration
Statement)......................................................................... *
20 Jaro Proxy Agreement, dated September 1, 1994, by and among
Lawrence Jaro, Tabor Restaurant Associates, Inc., Jaro Enterprises,
Inc., Jaro Restaurants, Inc. and JB Restaurants, Inc.
(incorporated by reference to Exhibit 9.1 of the Registration
Statement)......................................................................... *
21 Osborn Proxy Agreement, dated September 1, 1994, by and among
William Osborn, Castleking, Inc., Osburger, Inc. and White-Osborn,
Inc. (incorporated by reference to Exhibit 9.2 of the
Registration Statement)............................................................ *
22 Amendment and Consent No. 1 to Securities Purchase Agreement, dated
February 7, 1996, between AmeriKing and BancBoston Investments,
Inc. (incorporated by reference to Exhibit 10.11 of the
Registration Statement)............................................................ *
23 AmeriKing 1996 Outside Directors Plan (incorporated by reference
to Exhibit 10.42 of the Registration Statement).................................... *
24 AmeriKing 1996 Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.43 of the Registration Statement).......................... *
25 Form of Recapitalization Agreement, among AmeriKing and the
stockholders appearing on the signature pages thereto
(incorporated by reference to Exhibit 10.45 of the Registration
Statement)......................................................................... *
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.
AMERIKING, INC.
By: /s/ Lawrence E. Jaro
----------------------------------
Name: Lawrence E. Jaro
Title: Chairman and Chief Executive
Officer
Date: July 10, 1996