SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Empire of Carolina, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-2999480
(State of incorporation or organization) (IRS Employer
Identification No.)
5150 Linton Boulevard, Delray Beach, Florida 33484
(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:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Preferred Share Purchase Rights American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item 1. Description of Securities to be Registered.
On June 12, 1997, Empire of Carolina, Inc., a Delaware corporation (the
"Company") and American Stock Transfer & Trust Company, a New York corporation,
as Rights Agent (the "Rights Agent"), adopted the Second Amendment (the "Second
Amendment") to the Rights Agreement dated as of September 11, 1996 (the "Rights
Agreement") between the Company and the Rights Agent, as amended by the First
Amendment thereto dated as of May 5, 1997. The Second Amendment, among other
things, amends the definition of "Acquiring Person" in Section 1(a) of the
Rights Agreement to base the 15% threshold specified therein on the aggregate
number of "Fully-Diluted Common Shares" (as defined in the Second Amendment) of
the Company. The Second Amendment is attached as an exhibit hereto, and is
incorporated herein by reference. Except as incorporated by reference herein,
the description of the Rights Agreement set forth in the Registration Statement
on Form 8-A filed by the Company with the Securities and Exchange Commission on
September 12, 1996, as amended by Amendment No. 1 to such Registration Statement
on Form 8-A filed with the Securities and Exchange Commission on May 5, 1997,
remains in full force and effect.
Item 2. Exhibits.
Exhibit
Number Description
1 Rights Agreement, dated as of September 11, 1996, between
Empire of Carolina, Inc. and American Stock Transfer &
Trust Company as Rights Agent, which includes (i) as
Exhibit A thereto the form of Certificate of Designation of
the Series B Junior Participating Preferred Stock, (ii) as
Exhibit B thereto the form of Right certificate (separate
certificates for the Rights will not be issued until after
the Distribution Date) and (iii) as Exhibit C thereto the
Summary of Stockholder Rights Agreement (incorporated by
reference from the Registration Statement on Form 8-A filed
with the Commission on September 12, 1996).
2 First Amendment dated as of May 5, 1997, to Rights
Agreement, dated as of September 11, 1996, between Empire
of Carolina, Inc. and American Stock Transfer & Trust
Company as Rights Agent (incorporated by reference from
Amendment No. 1 to the Registration Statement on Form 8-A
filed with the Commission on May 5, 1997).
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3 Second Amendment dated as of June 12, 1997, to Rights
Agreement, dated as of September 11, 1996, between Empire
of Carolina, Inc. and American Stock Transfer & Trust
Company as Rights Agent, as amended.
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.
Date: June 25, 1997 EMPIRE OF CAROLINA, INC.
By: /s/ Steven Geller
Name: Steven Geller
Title: Chairman and Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description
1 Rights Agreement, dated as of September 11, 1996, between
Empire of Carolina, Inc. and American Stock Transfer &
Trust Company as Rights Agent, which includes (i) as
Exhibit A thereto the form of Certificate of Designation of
the Series B Junior Participating Preferred Stock, (ii) as
Exhibit B thereto the form of Right certificate (separate
certificates for the Rights will not be issued until after
the Distribution Date) and (iii) as Exhibit C thereto the
Summary of Stockholder Rights Agreement (incorporated by
reference from the Registration Statement on Form 8-A filed
with the Commission on September 12, 1996).
2 First Amendment dated as of May 5, 1997, to Rights
Agreement, dated as of September 11, 1996, between Empire
of Carolina, Inc. and American Stock Transfer & Trust
Company as Rights Agent (incorporated by reference from
Amendment No. 1 to the Registration Statement on Form 8-A
filed with the Commission on May 5, 1997).
3 Second Amendment dated as of June 12, 1997, to Rights
Agreement, dated as of September 11, 1996, between Empire
of Carolina, Inc. and American Stock Transfer & Trust
Company as Rights Agent, as amended.
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