FORM 8-A/A
Amendment No. 2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
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CIRCUIT CITY STORES, INC.
(Exact name of registrant as specified in its charter)
Virginia 54-0493875
(State of incorporation (I.R.S. employer
or organization) identification no.)
9950 Mayland Drive 23233
Richmond, Virginia (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
Instruction A.(c)(2), please check the following box.
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Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be registered is to be registered
Circuit City Stores, Inc. -- New York Stock Exchange
Circuit City Group Common Stock,
par value $.50 per share
Circuit City Stores, Inc. -- New York Stock Exchange
CarMax Group Common Stock,
par value $.50 per share
Securities to be registered pursuant to Section 12(g)
of the Act:
None
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
Circuit City Stores, Inc. (the "Company") has issued preferred stock
purchase rights to all holders of the Company's Circuit City Group Common Stock
and CarMax Group Common Stock pursuant to an Amended and Restated Rights
Agreement dated as of February 3, 1997 between the Company and Norwest Bank
Minnesota, N.A., as Rights Agent (the "Restated Rights Agreement").
Effective June 17, 1997, the Board of Directors of the Company amended
the Restated Rights Agreement. The revisions raise from 15% to 20% the threshold
of ownership of the Company's voting securities which will result in the stock
purchase rights issued under the plan becoming exercisable. Under the revised
plan, the rights will therefore become exercisable upon the earlier of (i) the
10th day after a person or group has acquired, or obtained the right to acquire,
beneficial ownership of shares representing 20% or more of the total number of
votes entitled to be cast generally in the election of directors of all
outstanding shares of the Company's Common Stock, or (ii) the 10th business day
after the date of the commencement of or first public announcement of the intent
to commence, a tender or exchange offer the consummation of which would result
in beneficial ownership by a person or group of shares representing 20% or more
of the total number of votes entitled to be cast generally in the election of
directors of all outstanding shares of the Company's Common Stock.
Item 2. Exhibits.
1. Amended and Restated Rights Agreement dated as of February 3, 1997
between Registrant and Norwest Bank Minnesota, N.A., as Rights Agent
(the "Amended and Restated Rights Agreement"), filed as Exhibit 4(a) to
the Registrant's Annual Report on Form 10-K (File No. 1-5767) for the
fiscal year ended February 28, 1997 is expressly incorporated herein by
this reference.
2. Form of Rights Certificate for rights attached to Circuit City Stores,
Inc. -- Circuit City Group Common Stock is incorporated by reference to
Exhibit B-1 to the Amended and Restated Rights Agreement which is
Exhibit 1 to this Registration Statement.
3. Form of Rights Certificate for rights attached to Circuit City Stores,
Inc. -- Circuit City Group Common Stock is incorporated by reference to
Exhibit B-2 to the Amended and Restated Rights Agreement which is
Exhibit 1 to this Registration Statement.
4. Amendment No. 1 dated as of June 17, 1997 to the Amended and Restated
Rights Agreement filed as Exhibit 4(a) to the Registrant's Current
Report on Form 8-K filed on July 2, 1997 (File No. 1-5767) is expressly
incorporated herein by this reference.
<PAGE>
SIGNATURE
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, thereto duly
authorized.
July 2, 1997
CIRCUIT CITY STORES, INC.
By: /s/ Michael T. Chalifoux
Michael T. Chailifoux
Senior Vice President, Chief
Financial Officer and Secretary
<PAGE>
INDEX TO EXHIBITS
Exhibit No.
1. Amended and Restated Rights Agreement dated as of February 3, 1997
between Registrant and Norwest Bank Minnesota, N.A., as Rights Agent
(the "Amended and Restated Rights Agreement"), filed as Exhibit 4(a) to
the Registrant's Annual Report on Form 10-K (File No. 1-5767) for the
fiscal year ended February 28, 1997 is expressly incorporated herein by
this reference.
2. Form of Rights Certificate for rights attached to Circuit City Stores,
Inc. -- Circuit City Group Common Stock is incorporated by reference to
Exhibit B-1 to the Amended and Restated Rights Agreement which is
Exhibit 1 to this Registration Statement.
3. Form of Rights Certificate for rights attached to Circuit City Stores,
Inc. -- Circuit City Group Common Stock is incorporated by reference to
Exhibit B-2 to the Amended and Restated Rights Agreement which is
Exhibit 1 to this Registration Statement.
4. Amendment No. 1 dated as of June 17, 1997 to the Amended and Restated
Rights Agreement filed as Exhibit 4(a) to the Registrant's Current
Report on Form 8-K filed on July 2, 1997 (File No. 1-5767) is expressly
incorporated herein by this reference.
