<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 20, 1997
____________________________________________________________________________
____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
HIBBETT SPORTING GOODS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 63-1074067
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) _______________ Identification Number)
451 INDUSTRIAL LANE
BIRMINGHAM, ALABAMA 35211
(Address of Principal Executive
Offices) _______________ (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act and is
is effective pursuant to General effective pursuant to General
Instruction A.(c), please check Instruction A.(d), please check
the following box / / the following box /X/
Securities Act registration statement file number to which this form relates:
333-36913
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
(Title of class)
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of class)
____________________________________________________________________________
____________________________________________________________________________
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On October 1, 1997, the registrant filed with the Securities and
Exchange Commission (the "Commission") a Registration Statement on Form S-1,
File No. 333-36913, with respect to its Common Stock, par value $0.01 per
share (the "Common Stock"). The securities to be registered pursuant to this
Registration Statement on Form 8-A were described in the registration
statement referred to above under the caption "Description of Capital Stock,"
and such description is incorporated by reference herein in response to the
information required by this Item. In addition, any prospectus contained in
the Registration Statement that is filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, shall be deemed incorporated by reference
herein. Such description incorporated by reference herein shall be filed
with copies of the application filed with Nasdaq National Market.
ITEM 2. EXHIBITS.
EXHIBIT NO. DESCRIPTION
3.1 Certificate of Incorporation of the Registrant filed as an
exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended February 1, 1997, and incorporated herein by
reference
3.2 Bylaws of the Registrant filed as an exhibit to the Company's
Annual Report on Form 10-K for the fiscal year ended February 1,
1997, and incorporated herein by reference
4.1 Form of Share Certificate filed as an exhibit to Amendment No. 2
to the Company's Registration Statement on Form S-1 (Registration
No. 333-07023), filed with the Securities and Exchange Commission
September 16, 1996, and incorporated herein by reference
10.2.1 Stockholders Agreement dated as of November 1, 1995 among The SK
Equity Fund, L.P., SK Investment Fund, L.P., the Registrant and
certain stockholders of the Registrant named therein (the
"Stockholders Agreement") filed as an exhibit to the Company's
Registration Statement on Form S-1 (Registration No. 333-07023),
filed with the Securities and Exchange Commission June 27, 1996,
and incorporated herein by reference
10.2.2 Amendment No. 1 to the Stockholder Agreement dated as of June 28,
1996 filed as an exhibit to Amendment No. 2 to the Company's
Registration Statement on Form S-1 (Registration No. 333-07023),
filed with the Securities and Exchange Commission September 16,
1996, and incorporated herein by reference
10.2.3 Amendment No. 2 to the Stockholders Agreement filed as an exhibit
to the Company's Annual Report on Form 10-K for the fiscal year
ended February 1, 1997, and incorporated herein by reference
2
<PAGE>
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.
HIBBETT SPORTING GOODS, INC.
Date: October 20, 1997 By: /s/ Susan H. Fitzgibbon
----------------------------
Susan H. Fitzgibbon
Chief Financial Officer
3
<PAGE>
