<PAGE>
Registration No. 001-
UNITED STATES
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
GUITAR CENTER, INC.
(Exact Name of Registrant as specified in Its Charter)
Delaware 95-4600862
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
5155 Clareton Drive 91301
Agoura Hills, California (Zip Code)
(Address of Principal Executive Offices)
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
Instructions A(c)(2), please check the following box / /
Securities to be Registered Pursuant to Section 12(b) of the Act:
Title of Each Class to Name of Each Exchange on Which
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
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Common Stock to be registered hereunder is
contained in the section entitled "Description of Capital Stock--Common Stock"
at page 63 of the Preliminary Prospectus included in the Registrant's
Registration Statement on Form S-1, (Registration No. 333-20931) filed with the
Securities and Exchange Commission (the "Commission") on January 31, 1997, as
amended by Amendment No. 1 thereto filed on February 20, 1997 and is
incorporated herein by reference.
ITEM 2. EXHIBITS.
Exhibit
NUMBER DESCRIPTION
1.1 Specimen certificate for Registrant's Common Stock.
2.1 Restated Certificate of Incorporation of the Registrant.
(Filed as Exhibit 3.5 to Registrant's Registration Statement
on Form S-1 (Registration No. 333-20931) and incorporated herein
by reference.)
2.2 Amended and Restated Bylaws of Registrant. (Filed as Exhibit 3.7
to Registrant's Registration Statement on Form S-1 (Registration
No. 333-20931) and incorporated herein by reference.)
Page 2 of 3 Pages
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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.
DATE: March 6, 1997 GUITAR CENTER, INC.
By: /s/ BRUCE ROSS
------------------------
Bruce Ross
Vice President and
Chief Financial Officer
Page 3 of 3 Pages
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EXHIBIT 1.1
[LOGO]
COMMON STOCK CUSIP 402040 10 9
GUITAR CENTER, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
This Certifies that
is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK,
PAR VALUE $.01 PER SHARE, OF
GUITAR CENTER, INC., a Delaware corporation (the "Corporation"). The shares
represented by this certificate are transferable only on the stock transfer
books of the Corporation by the holder of record hereof, or by the holder's
duly authorized attorney or legal representative, upon the surrender of this
certificate properly endorsed. This certificate is not valid until
countersigned by the Corporation's transfer agent and registrar.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
executed by the facsimile signatures of its duly authorized officers and has
caused a facsimile of its corporate seal to be hereunto affixed.
Dated:
/s/ /s/
- -------------------------- -------------------------
SECRETARY PRESIDENT
COUNTERSIGNED AND REGISTERED
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
Transfer Agent and Registrar
By
Authorized Officer
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GUITAR CENTER, INC.
A statement of the rights, preferences, privileges and restrictions
granted to or imposed upon the respective classes or series of shares of
stock of the Corporation, and upon the holders thereof as established by the
Certificate of Incorporation or by any certificate of determination of
preferences, and the number of shares constituting each series or class and
the designations thereof, may be obtained by any stockholder of the
Corporation upon request and without charge from the Secretary of the
Corporation at the principal office of the Corporation.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -as tenants in common UNIF GIFT MIN ACT-......Custodian......
TEN ENT -as tenants by the entireties (Cust) (Minor)
JT TEN -as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act------------------
in common (State)
UNIF TRF MIN ACT-.......Custodian (until age.......)
(Cust)
...........under Uniform Transfers
(Minor)
to Minors Act....................
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED,__________________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------
- --------------------------------------
- -----------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
- ------------------------------------------------------------------------Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
- ----------------------------------------------------------------------Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated
------------------------------
----------------------------------------
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR
WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
By
-------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15
