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
HOUSE OF FABRICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-3426136
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
13400 Riverside Drive, Sherman Oaks, California 91423
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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
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None
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. [ ]
Securities to be registered pursuant to
Section 12(g) of the Act:
Series B Warrants
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
The Series B Warrants will be issued under a Warrant
Agreement, dated as of July 31, 1996, as amended as of December
30, 1996 (the "Warrant Agreement"), between the Registrant and
American Stock Transfer & Trust Company, as Warrant Agent (the
"Warrant Agent"). The following description of the Series B
Warrants does not purport to be complete and is qualified in its
entirety by the provisions of the Warrant Agreement, a copy of
which is filed as an exhibit to this Registration Statement.
Each Warrant will entitle the registered owner thereof to
purchase a Unit consisting of (i) one Series C Warrant to be
issued under a Warrant Agreement, dated as of July 31, 1996, as
amended as of December 30, 1996, between the Registrant and
American Stock Transfer & Trust Company, as Warrant Agent, and
(ii) one share of Common Stock of the Registrant at an initial
price per Unit equal to $16.00, subject to adjustment as
specified below (the "Exercise Price"). The Series B Warrants
will be exercisable on or after April 30, 1998 and will expire at
5:00 p.m., New York time, on July 31, 1998.
The Series C Warrants will be substantially identical to the
Series A Warrants, except (i) each Series C Warrant will entitle
the registered owner thereof to purchase one share of the Common
Stock of the Registrant at an initial exercise price equal to
$26.67, subject to adjustment as described below; and (iii) the
Series C Warrants will expire at 5:00 p.m., New York time, on
July 31, 2001.
Each Series B Warrant certificate will be in registered form
only and may be exchanged for other Series B Warrant certificates
of different denominations representing in the aggregate the
right to purchase a like number of Units. Series B Warrants will
be exchangeable and transferable on the books maintained by the
Warrant Agent at its office in the City of New York.
Holders of Series B Warrants are not entitled, by virtue of
being such holders, to any of the rights of holders of shares of
Common Stock.
Series B Warrants may be exercised by surrendering to the
Warrant Agent a signed Series B Warrant certificate indicating
the Warrantholder's election to exercise all or a portion of the
Series B Warrants evidenced by such certificate. Surrendered
Series B Warrant certificates must be accompanied by payment of
the aggregate Exercise Price. The Exercise Price will be payable
at the holder's option by certified or cashiers check payable to
the order of the Registrant, or by any combination thereof. No
adjustments as to dividends (other than stock dividends) with
respect to the Registrant's Common Stock will be made upon any
exercise of Series B Warrants.
The Registrant has reserved for issuance a number of shares
of Common Stock sufficient to provide for the exercise of the
rights of purchase represented by the Series B Warrants.
The Registrant will bear the cost of any documentary stamp
tax payable in connection with the issuance of shares of Common
Stock or Series C Warrants upon the exercise of the Series B
Warrants, but will not be responsible for the payment of any such
taxes upon the issuance of such shares to any person other than
the registered holder of the Series B Warrants so exercised or
upon the transfer of the Series B Warrants.
The Registrant is not required to issue fractional shares
upon the exercise of Series B Warrants or upon adjustments
pursuant to anti-dilution provisions as described below. The
Company will pay to holders of fractional interests amounts equal
to the cash value of such fractional interests based upon the
then current market price of a full share of Common Stock.
The Exercise Price is subject to adjustment in certain
events, including (a) payment of a dividend or the making of a
distribution on the shares of Common Stock which is paid or made
in shares of Common Stock or other securities of the Registrant
or in certain rights to purchase Common Stock or other securities
of the Registrant if such rights are not initially separable from
the Common Stock, (b) subdivision of the outstanding shares of
Common Stock, (c) combination of the outstanding shares of Common
Stock into a smaller number of shares, (d) issuance of certain
rights or warrants to the holders of the shares of Common Stock
entitling them to subscribe for or purchase shares of Common
Stock at a price less than the current market price, (e)
reclassification of the shares of Common Stock and (f)
distribution to the holders of the shares of Common Stock of
evidences of indebtedness or assets (excluding any dividend or
distribution paid in cash out of retained earnings), subject to
the limitation that no adjustment in the number of shares
acquirable upon exercise of the Series B Warrants will be
required until cumulative adjustments require an adjustment of at
least 1% thereof. No adjustment will be made on account of any
dividend or interest reinvestment plan or any purchase plan
providing for the purchase of shares of Common Stock at a
discount from market price as long as such discount does not
exceed 5%, or upon the issuance of Series C Warrants.
In the event the Registrant consolidates or merges with or
into any other corporation (other than a consolidation or merger
in which the Registrant is the surviving corporation and each
share of Common Stock issued and outstanding immediately prior to
such consolidation or merger remains outstanding after the
consolidation or merger) or sells or transfers substantially all
of its assets to any other corporation, the holder of each
outstanding Series B Warrant will be entitled to receive upon
exercise thereof, in lieu of a Unit, the same kind and amount of
stock and other securities, cash or property that the
Warrantholder would have been entitled to receive had the Series
B Warrant been exercised in full immediately prior to such
action.
Item 2. Exhibits.
1. Series B Warrant Agreement, dated as of July 31, 1996,
between the Registrant and American Stock Transfer & Trust
Company, as Warrant Agent (filed as an exhibit to the Registrant's
Form 8-K, dated February 4, 1997, and incorporated herein by
reference).
2. Amendment No. 1, dated as of December 30, 1996, to
Series B Warrant Agreement between the Registrant and American
Stock Transfer & Trust Company, as Warrant Agent (filed as an
exhibit to the Registrant's Form 8-K, dated February 4, 1997, and
incorporated herein by reference).
3. Form of Warrant Certificate (attached as Exhibit A to
the Series B Warrant Agreement included herein).
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 behalf of the Registrant,
thereunto duly authorized.
Date: February 4, 1997.
HOUSE OF FABRICS, INC.
By: /s/ MARVIN S. MALTZMAN
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Marvin S. Maltzman
Senior Vice President and
Secretary
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