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
THE PIETRAFESA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 22-3607757
(State of incorporation or (I.R.S. Employer Identification No.)
organization)
7400 Morgan Road, Liverpool, NY 13090
(Address of principal executive offices) (Zip Code)
Securities to be register pursuant to Section 12(b) of the Act: NONE
Securities to be registered pursuant to Section 12(g) of the Act:
Name of each exchange on which
Title of each class to be registered class is to be registered
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Class A Common Stock, $.001 par value Nasdaq National Market
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. |_|
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. |X|
Securities Act registration statement file number to which this Form relates:
333-74439 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Stock, par value $.001 per share
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(Title of class)
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
For a description of the Class A Common Stock, par value $.001 per
share, of the Registrant being registered hereunder, reference is made to the
information under the heading "Description of Capital Stock" on pages 71-72 of
the prospectus filed by the Registrant as part of its Registration Statement on
Form S-1, as amended, with the Securities and Exchange Commission on July 15,
1999 (Registration No. 333-74439). The aforementioned description is hereby
incorporated by reference herein and made a part of this registration statement.
A copy of such pages is included herewith as Exhibit 1 hereto.
Item 2. Exhibits
1. Pages 71-72 of the prospectus included in the Registrant's
Registration Statement on Form S-1, as amended, filed with the
Commission on July 15, 1999 (Registration No. 333-74439), setting
forth a description of the Class A Common Stock, par value $.001 per
share, of the Registrant being registered hereby.
2. Certificate of Incorporation of the Registrant, as amended
(incorporated herein by reference to Exhibit 3.1 of the Registration
Statement on Form S-1 of the Registrant (Registration No.
333-74439)).
3. By-laws of the Registrant (incorporated herein by reference to
Exhibit 3.2 of the Registration Statement on Form S-1 of the
Registrant (Registration No. 333-74439)).
4. Specimen Certificate for the Class A Common Stock, par value $.001
per share, of the Registrant being registered hereby (incorporated
herein by reference to Exhibit 4 of the Registration Statement on
Form S-1 of the Registrant (Registration No. 333-74439)).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
THE PIETRAFESA CORPORATION
By: /s/ Richard C. Pietrafesa, Jr.
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Richard C. Pietrafesa, Jr.
President and Chief Executive Officer
(Principal Executive Officer)
Dated: July 19, 1999
Page 3 of 3
EXHIBIT 1
DESCRIPTION OF CAPITAL STOCK
General
The following summary describes the material provisions of our capital stock and
is subject to, and qualified in its entirety by, our Certificate of
Incorporation and By-laws that are included as exhibits to the Registration
Statement of which this prospectus is a part and by the provisions of applicable
law.
We have filed our Certificate of Incorporation to (1) authorize 12,000,000
shares of Class A Common Stock, 10,000,000 shares of Class B Common Stock and
5,000,000 shares of Preferred Stock; and (2) set forth the rights and privileges
of the Class A Common Stock, Class B Common Stock and Preferred Stock as
described below. Upon completion of the offering, 4,333,333 shares of Class A
Common Stock, 3,775,667 shares of Class B Common Stock and no shares of
Preferred Stock will be issued and outstanding. The discussion herein describes
our capital stock, Certificate of Incorporation and By-laws in effect upon
effectiveness of the Registration Statement of which this prospectus is a part.
Class A and Class B Common Stock
The holders of shares of Class A Common Stock and Class B Common Stock have
identical rights and privileges on a per share basis, except as set forth below.
The holders of shares of Common Stock have no preemptive rights to maintain
their respective percentage ownership interest in or other subscription rights
for our other securities. Shares of Common Stock are not redeemable or subject
to further calls or assessments. The shares of Common Stock to be outstanding
after the offering, including the shares of Class A Common Stock to be issued
hereby, when paid for and issued, will be fully paid and non-assessable. Holders
of shares of Common Stock are entitled to share pro rata in dividends, if any,
as may be declared by our Board of Directors out of funds legally available
therefor; provided, however, that any dividend upon the Common Stock that is
payable in Common Stock shall be paid only in Class A Common Stock to the
holders of Class A Common Stock, but is payable in Class A or Class B Common
Stock to the holders of Class B Common Stock. Upon our liquidation, dissolution
and winding up, holders of shares of Common Stock are entitled to share ratably
in the net assets available for distribution to such holders. The consent of the
holder or holders of a majority of the Class B Common Stock is required to
authorize the issuance of additional Class B Common Stock.
Limited Voting Rights. The holders of Class A Common Stock have the right as a
class to elect that minimum number of directors constituting 25% of the members
of the Board, which presently represents two of the six directors. The minimum
number of directors shall be rounded to the next highest whole number if such
percentage is not equal to a whole number of directors. Directors elected by the
holders of Class A Common Stock will first be elected at the annual meeting of
stockholders to be held in 1999.
Other than the right to elect directors and as otherwise required by Delaware
law, the holders of Class A Common Stock will have very limited voting rights
until all of the shares of Class B Common Stock are converted into shares of
Class A Common Stock or otherwise cease to be issued and outstanding. At such
time, the holders of Class A Common Stock will be entitled to vote on all
matters submitted to a vote of the stockholders and will be entitled to one vote
per share held. Generally, the vote of the majority of the shares represented at
a meeting of the stockholders and entitled to vote is sufficient for actions
that require a vote of the stockholders. Our Certificate of Incorporation does
not provide for cumulative voting. Because sole voting power has been granted to
the holders of Class B Common Stock, except as stated above and as otherwise
required by Delaware law, substantially all corporate
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actions can be taken without any vote by the holders of the Class A Common Stock
including, without limitation:
o amending our Certificate of Incorporation or By-laws, including
authorizing the issuance of additional shares of Class A Common
Stock;
o authorizing stock options, restricted stock and other compensation
plans for employees, executives and directors;
o authorizing a merger or disposition or change in control;
o approving indemnification of our directors, officers and eligible
employees; and
o approving conflict of interest transactions involving our affiliates
which are approved by our disinterested directors.
The holders of the outstanding shares of Class A Common Stock will be entitled,
however, to vote as a class upon any proposed amendment to our Certificate of
Incorporation which would increase or decrease the par value of the shares of
Class A Common Stock, or alter or change the powers, preferences or special
rights of the shares of the Class A Common Stock so as to affect them adversely.
See "Risk Factors--The Interests of our Controlling Stockholder may Conflict
with the Interests of the Holders of our Class A Common Stock."
All of the shares of the Class B Common Stock are owned by MS Pietrafesa,
L.P. and can be voted by the General Partner, which is wholly-owned by Mr.
Cohen. See "Principal Stockholders" and "Underwriting."
Conversion Rights. At the option of any holder of shares of Class B Common
Stock, such holder may, at any time and from time to time, convert all or part
of such holder's shares of Class B Common Stock into an equal number of shares
of Class A Common Stock. The shares of Class B Common Stock are also subject to
mandatory conversion into an equal number of shares of Class A Common Stock, in
whole or in part, at any time and from time to time, at the option of the holder
or holders of a majority of the outstanding shares of Class B Common Stock. If,
and only if, all the outstanding shares of Class B Common Stock converted into
Class A Common Stock or are otherwise no longer outstanding, the holders of the
Class A Common Stock will have general voting power in the election of all
members of the Board and in all other matters upon which our stockholders are
entitled to vote. Holders of shares of Class A Common Stock have no right to
convert Class A Common Stock into any of our other securities.
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