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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CHARLOTTE RUSSE HOLDING, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 33-0724325
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
4645 Morena Boulevard
San Diego, CA 92117
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(Address of Principal Executive Offices) (Zip Code)
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
Not Applicable Not Applicable
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Securities Act registration statement file number to which this form relates
333-84297
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
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Description of the Registrant's Common Stock, par value $.01 per share,
is contained in the Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on August 2, 1999 (File No. 333-84297)
under the Securities Act of 1933, as amended on September 17, 1999 and
September 28, 1999 and by any other amendments to such Registration Statement
made prior to the effective date (collectively, the "Registration
Statement"), under the caption "Description of Capital Stock," and each of
which are hereby incorporated herein by reference.
Item 2. Exhibits.
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Each Exhibit is incorporated by reference to Exhibits contained in the
Registrant's Registration Statement. The form of Prospectus filed by
Registrant pursuant to Rule 424(b) promulgated under the Securities Act of
1933, as amended, shall be deemed to be incorporated by reference into the
Registration Statement.
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Form S-1
Exhibit
Exhibit Number Description
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1 3.1 Certificate of Incorporation of Charlotte Russe Holding, Inc., as amended
2 3.2 Certificate of Amendment to the Certificate of Incorporation of Charlotte
Russe Holding, Inc., to become effective simultaneously with the completion
of the offering of the Common Stock
3 3.3 Amended and Restated By-laws of Charlotte Russe Holding, Inc.
4 4.1 Form of Common Stock Certificate
5 10.25 Stockholders Agreement dated as of September 27, 1999 by and among the
Registrant, the SK Equity Fund, L.P., The SK Investment Fund, and Bernard Zeichner
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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.
CHARLOTTE RUSSE HOLDING, INC.
By: /s/ Daniel T. Carter
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Name: Daniel T. Carter
Title: Executive Vice President
and Chief Financial Officer
Dated: October 15, 1999
