SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(AMENDMENT NO. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
EGGHEAD.COM, INC.
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(Exact name of Registrant as specified in its charter)
Washington 91-1296187
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
521 S.E. Chkalov Drive
Vancouver, Washington 98683
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of If this form relates to the registration of a
a class of securities pursuant to Section class of securities pursuant to Section 12(g)
12(b) of the Exchange Act and is effective of the Exchange Act and is effective pursuant
pursuant to General Instruction A.(c), to General Instruction A.(d), please check the
please check the following box. [ ] following box. [X]
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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None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value per share
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
This Amendment No. 1 to the Registration Statement on Form 8-A of
Egghead.com, Inc. ("Egghead.com") amends the description of Egghead.com's common
stock included in the registration statement on Form 8-A originally filed with
the Securities and Exchange Commission on May 13, 1988. The following summary of
certain provisions of the common stock and preferred stock highlights certain
provisions of the Egghead.com restated articles of incorporation, as amended
(the "Restated Articles") and the Egghead.com bylaws, as amended (the "Bylaws"),
and is not complete. You should read carefully the Restated Articles and Bylaws,
which are included (by incorporation by reference) as exhibits to this Amendment
No. 1 to the Registration Statement on Form 8-A.
Common Stock
Egghead.com is authorized to issue shares of common stock, $0.01 par value
per share. The holders of Egghead.com common stock are entitled to one vote per
share on all matters to be voted on by the shareholders. Subject to preferences
of any outstanding shares of preferred stock, the holders of common stock are
entitled to receive ratably any dividends the Egghead.com Board of Directors
declares out of funds legally available for the payment of dividends. If
Egghead.com is liquidated, dissolved or wound up, the holders of common stock
are entitled to share pro rata all assets remaining after payment of liabilities
and liquidation preferences of any outstanding shares of preferred stock of
Egghead.com. Holders of common stock have no preemptive rights or rights to
convert their common stock into any other securities. There are no redemption
or sinking fund provisions applicable to the common stock of Egghead.com. All
outstanding shares of common stock are fully paid and nonassessable.
Preferred Stock
The rights of holders of Egghead.com common stock may be adversely affected
by the issuance of Egghead.com preferred stock. Egghead.com is authorized to
issue shares of preferred stock, $0.01 par value per share. The Egghead.com
Board of Directors may issue shares of preferred stock in one or more series and
determine the number of shares constituting any such series and the terms and
provisions of such series, including voting powers, if any, dividend rights and
preferences over dividends on the Egghead.com common stock, the rate or rates at
which dividends will be payable, whether and on what terms the shares
constituting any series will be redeemable (including sinking fund provisions),
or convertible or exchangeable into other securities of Egghead.com, and the
liquidation preferences, if any, of such series, without any further vote or
action by the shareholders. The voting rights, dividend rights, and other rights
and preferences of a series of preferred stock of Egghead.com may be greater
than the rights of the common stock of Egghead.com. Thus, any series of
preferred stock may, if so determined by the Board of Directors of Egghead.com,
have greater, equal or lesser voting rights than the Egghead.com common stock,
be convertible into or exchangeable for the common stock or another security of
Egghead.com, be redeemable, carry the right to specified dividends, which may be
fixed or adjustable and which may be cumulative, and have such other relative
rights, preferences and limitations as the Egghead.com Board of Directors may
determine. Issuance of authorized but unissued shares of the common stock or
preferred stock of Egghead.com (including upon
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conversion of any convertible preferred stock) could cause a dilution of the
book value of the common stock of Egghead.com and (in the case of the common
stock and preferred stock with voting rights) would dilute the voting power of
Egghead.com's then-current shareholders.
Antitakeover Effects of Certain Provisions of the Restated Articles of
Incorporation and the Bylaws
As noted above, the Board of Directors, without shareholder approval, has
the authority under the Restated Articles to issue preferred stock with rights
superior to the rights of the common stock. As a result, preferred stock could
be issued quickly and easily. Such preferred stock could adversely affect the
voting power and other rights of holders of common stock and could be issued
with terms calculated to delay or prevent a change in control of Egghead.com or
make removal of management more difficult. Also, the Restated Articles and
Bylaws provide for the division of the Board of Directors into three classes, as
nearly as equal in number as possible, with the directors in each class serving
for a three-year term, and one class being elected each year by the shareholders
of Egghead.com. Because this system of electing directors generally makes it
more difficult for shareholders to replace a majority of the Board of Directors,
it may tend to discourage a third party from making a tender offer or otherwise
attempting to gain control of Egghead.com and may make removal of members of the
Board of Directors more difficult.
Item 2. Exhibits
The following exhibits are filed as a part of this Registration Statement:
Exhibit No. Description
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1 Restated Articles of Incorporation of the Registrant, as amended.
(Incorporated by reference to Exhibit 3.1 to the registrant's Report on Form
10-K (SEC File No. 000-16930))
2 Articles of Amendment to Articles of Incorporation of Egghead, Inc. Changing
its Name to Egghead.com, Inc. (Incorporated by reference to Exhibit 3.3 to
the registrant's Report on Form 10-K (SEC File No. 000-16930))
3 Bylaws of the Registrant, as amended. (Incorporated by reference to Exhibit
3.2 to the registrant's Report on Form 10-K (SEC File No. 000-16930))
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereto
duly authorized, in the City of Vancouver, State of Washington, on March 10,
1999.
EGGHEAD.COM, INC.
By /s/ GEORGE P. ORBAN
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George P. Orban
Chairman of the Board and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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1 Restated Articles of Incorporation of the Registrant, as amended.
(Incorporated by reference to Exhibit 3.1 to the registrant's Report on Form
10-K (SEC File No. 000-16930))
2 Articles of Amendment to Articles of Incorporation of Egghead, Inc. Changing
its Name to Egghead.com, Inc. (Incorporated by reference to Exhibit 3.3 to
the registrant's Report on Form 10-K (SEC File No. 000-16930))
3 Bylaws of the Registrant, as amended. (Incorporated by reference to Exhibit
3.2 to the registrant's Report on Form 10-K (SEC File No. 000-16930))
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