<PAGE>
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
CONVERSE INC.
(Exact name of registrant as specified in its charter)
Delaware 43-1419731
(State of incorporation or organization) (I.R.S. Employer Identification No.)
One Fordham Road
North Reading, MA 01864
(Address of principal executive offices) (Zip Code)
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(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
_____% Convertible Subordinated New York Stock Exchange
Notes due 2004
Securities to be registered pursuant to Section 12(g) of the Act:
None
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
-------------------------------------------------------
The material set forth in the section captioned "Description of
Notes" in the Registrant's Prospectus to be filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended, which Prospectus will form a
part of the Registrant's Registration Statement on Form S-3 (Registration
No. 333-23791), initially filed with the Securities and Exchange Commission
on March 24, 1997, and amended by Amendment No. 1, filed with the
Securities and Exchange Commission on May 5, 1997, is incorporated herein
by reference.
Item 2. Exhibits
--------
The following exhibits to this Registration Statement on Form 8-A are
incorporated by reference to the documents specified which have been or
will be filed with the Commission:
3.1 Restated Certificate of Incorporation of the
Registrant/1/
3.2 By-laws of the Registrant./1/
4.1 Indenture between the Registrant and First Union National
Bank, as trustee, relating to the Convertible Subordinated
Notes due 2004./2/
4.2 Form of Convertible Subordinated Note due 2004./2/
- -------------------------
/1/ Incorporated by reference to the Exhibit of the same number contained in
the Registrant's Registration Statement on Form 10/A Amendment No. 2, filed
with the Securities and Exchange Commission on November 23, 1994.
/2/ Incorporated by reference to the Exhibit of the same number contained in
the Registrant's Registration Statement on Form S-3 (No. 333-23791) and
amended on May 5, 1997.
<PAGE>
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 its behalf by the undersigned, thereto duly authorized.
CONVERSE INC.
By: /s/ Jack A. Green
--------------------------------------
Jack A. Green
Senior Vice President and General Counsel
Date: May 14, 1997
