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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
REGISTRATION STATEMENT
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
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EINSTEIN/NOAH BAGEL CORP.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 84-1294908
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
1526 COLE BOULEVARD, SUITE 200
GOLDEN, COLORADO 80401
(Address of Principal Executive Offices)
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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, $.01 par value
(Title of Class)
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Page 1 of 2 pages
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Item 1. Description of Registrant's Securities to be Registered.
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A description of the Common Stock to be registered hereunder, including all
of the information required by Item 202 of Regulation S-K, is contained under
the heading "Description of Capital Stock--Common Stock" in the prospectus
included in the registrant's registration statement on Form S-1 filed under the
Securities Act of 1933 on May 30, 1996, as amended (Registration No. 333-04725),
which description is incorporated herein by reference.
Item 2. Exhibits.
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1. Restated Certificate of Incorporation of the Company (incorporated
herein by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 (Registration No. 333-04725)).
2. Amended and Restated Bylaws of the Company (incorporated herein by
reference to Exhibit 3.2 to the Registrant's Registration Statement
on Form S-1 (Registration No. 333-04725)).
3. Form of Certificate of Common Stock (incorporated herein by reference
to Exhibit 4.1 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-04725)).
4. Copy of page 60 of the prospectus included in the Registrant's
Registration Statement on Form S-1 (Registration No. 333-04725) which
includes the "Description of Capital Stock -- Common Stock" which was
incorporated by reference in response to Item 1 above.
SIGNATURE
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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.
Dated: July 23, 1996
EINSTEIN/NOAH BAGEL CORP.
By: /s/ Joel M. Alam
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Joel M. Alam
Vice President and Secretary
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type of aircraft) for each hour of flight time such aircraft is used by the
Company. There is no minimum monthly use requirement or lease payment under
either of the subleases, and both subleases may be terminated by either party
upon 30 days' written notice. The Company believes that costs incurred by it
under the subleases are lower than the costs it would incur to lease and
maintain its own aircraft from an unaffiliated third party lessor and slightly
higher than the costs it would incur to charter individual aircraft on a spot-
basis from unaffiliated third party lessors. However, the Company believes
that such higher costs are reasonably related to the benefits to the Company
from the subleases, including aircraft availability and higher maintenance
standards, that it would not realize from charter arrangements with
unaffiliated third party lessors.
See also "Risk Factors--Dependence on Boston Chicken," "Risk Factors--
Control by and Conflicts of Interest with Boston Chicken" and "Certain
Transactions."
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 200 million shares
of Common Stock, $.01 par value per share, and 20 million shares of preferred
stock, $.01 par value per share (the "Preferred Stock"). Upon completion of
the Offerings, approximately 28,577,000 shares of Common Stock and no shares
of Preferred Stock will be issued and outstanding. The following description
is a summary of the provisions of the Company's Restated Certificate of
Incorporation (the "Certificate of Incorporation"), and its Amended and
Restated Bylaws (the "Bylaws"), copies of which are exhibits to the
Registration Statement of which this Prospectus is a part. See "Risk Factors--
Anti-Takeover Effect of Charter and Statutory Provisions."
COMMON STOCK
Except as required by law or by the Certificate of Incorporation, holders of
Common Stock are entitled to one vote for each share held of record on all
matters submitted to a vote of the holders of Common Stock. The holders of
Common Stock are not entitled to cumulative voting rights with respect to the
election of directors and are not permitted to act by written consent. Subject
to preferences that may be applicable to any then outstanding Preferred Stock,
holders of Common Stock are entitled to receive ratably such dividends as may
be declared by the board of directors out of funds legally available therefor.
See "Dividend Policy." In the event of a liquidation, dissolution, or winding
up of the Company, holders of the Common Stock are entitled to share ratably
in all assets remaining after payment of liabilities and the liquidation
preference of any then outstanding Preferred Stock. Holders of Common Stock
have no preemptive rights and have no right to convert their Common Stock into
any other securities. There are no redemption or sinking fund provisions
applicable to the Common Stock. All outstanding shares of Common Stock are,
and the Common Stock to be outstanding upon consummation of the Offerings will
be, fully paid and nonassessable. The board of directors may issue additional
authorized shares of Common Stock without further action by the stockholders.
PREFERRED STOCK
The board of directors has the authority, without further action by the
stockholders, to issue up to 20 million shares of Preferred Stock in one or
more series and to fix the rights, preferences, privileges and restrictions
thereof, including dividend rights, conversion rights, voting rights, terms of
redemption, liquidation preferences, and the number of shares constituting any
series or the designation of such series. However, pursuant to the Certificate
of Incorporation, the holders of Preferred Stock would not have cumulative
voting rights with respect to the election of directors. The issuance of
Preferred Stock could adversely affect the voting power of holders of Common
Stock and could have the effect of delaying, deferring, or preventing a change
in control of the Company.
On August 10, 1995, the Company issued the Preferred Shares in connection
with the acquisition of Baltimore Bagel. Each of the Preferred Shares has a
liquidation preference of $1,000 and pays annual dividends of $60.00. Upon
completion of the Offerings, each Preferred Share will automatically be
converted into that number of shares of Common Stock derived by dividing
$1,000 plus accrued and unpaid dividends by 80% of the initial public offering
price per share. The Preferred Shares are redeemable at the option of the
Company at
60
