SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-A/A
Amendment No. 2
To Registration Statement on Form 8-A, dated October 15, 1991
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PREMIUMWEAR, INC.
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(Exact name of registrant as specified in its charter)
Delaware 41-0429620
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(State of incorporation or organization) (I.R.S. Employer/Identification No.)
5500 Feltl Road
Minnetonka, Minnesota 55343
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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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Common Stock, $.01 par value New York Stock Exchange
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. |X|
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. |_|
Securities to be registered pursuant to Section 12(g) of the Act: None.
<PAGE>
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Registration Statement on Form 8-A
dated October 15, 1991, as amended on October 24, 1991, for the registration of
the registrant's common stock, par value $.01 per share ("Common Stock"):
Item 1. Description of Registrant's Securities to be Registered.
Item 1 is hereby amended as follows:
In connection with the Purchase and Sale Agreement entered into by the
Company and Supreme International Corporation dated May 22, 1996 and described
in the Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission on September 6, 1996, the shareholders of the Company
approved an amendment to the Company's Certificate of Incorporation changing the
Company's name to "PremiumWear, Inc." The name change became effective upon the
filing of a Certificate of Amendment with the Delaware Secretary of State on
September 6, 1996.
The current transfer agent and registrar for the Common Stock is
Norwest Bank National Association, St. Paul, Minnesota.
Item 2. Exhibits.
Item 2 is hereby amended by adding the following exhibit attached
hereto:
Exhibit 2.3 - Certificate of Amendment of Certificate of Incorporation
filed with the Delaware Secretary of State on September
6, 1996.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Amendment No. 2 to
be signed on its behalf by the undersigned, thereunto duly authorized.
PREMIUMWEAR, INC.
Dated: July 16, 1999
By /s/ JAMES S. BURY
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James S. Bury, Vice President - Finance
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EXHIBIT 2.3
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Munsingwear, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Munsingwear, Inc.
(the "Company") held on July 24, 1996, a resolution was duly adopted setting
forth an amendment of the Certificate of Incorporation of the Company, declaring
said amendment to be advisable. The resolution setting forth the proposed
amendment is as follows:
RESOLVED, that an amendment to Article I of the Company's
Certificate of Incorporation is hereby approved by the Board of
Directors, and Article I is hereby amended and restated to read as
follows:
"ARTICLE I.
NAME
The name of the Corporation is PremiumWear, Inc."
SECOND: That on September 6, 1996, at an Annual Meeting, a majority of
the stockholders of the Company consented to and approved the resolution adopted
by the Board of Directors.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the Company has caused this certificate to be
signed by Lowell M. Fisher, its President, this 6th day of September, 1996.
MUNSINGWEAR, INC.
By /s/ Lowell M. Fisher
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Lowell M. Fisher, President and
Chief Executive Officer
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