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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WILLIAMS-SONOMA, INC.
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(Exact name of registrant as specified in its charter)
CALIFORNIA 94-2203880
(State of incorporation or organization) (I.R.S. Employer Identification No.)
3250 VAN NESS AVENUE, SAN FRANCISCO, CALIFORNIA 94109
(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, par value $.01 New York Stock Exchange
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act and
is effective pursuant to is effective pursuant to
General Instruction A.(c), General Instruction A.(d),
check the following box. [X] check the following box. [ ]
Securities Act registration statement file number to which
this form relates: N/A
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(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act: None
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The capital stock of Williams-Sonoma, Inc., a California corporation
(the "Company" or "Registrant"), to be registered on the New York Stock Exchange
is the Company's common stock, par value $.01 per share ("Common Stock").
The Company is authorized to issue up to 126,562,500 shares of Common
Stock, and 7,500,000 shares of preferred stock, par value $.01 per share
("Preferred Stock").
COMMON STOCK
Each holder of Common Stock is entitled to one vote for each share
held of record on each matter submitted to a vote of shareholders, and upon
giving the notice required by law, may cumulate votes in the election of
directors. Subject to contractual restrictions on dividends and to preferences
which may be granted to holders of Preferred Stock, each holder of Common Stock
is entitled to share ratably in distributions to shareholders and to receive
ratably such dividends as may be declared by the Board of Directors out of funds
legally available therefor. In the event of a liquidation, dissolution or
winding up of the Company, each holder of Common Stock is entitled to share
ratably in all assets remaining after payments of liabilities and the
liquidation preference of outstanding Preferred Stock, if any. Holders of Common
Stock have no conversion, preemptive rights or other rights to subscribe for
additional shares of Common Stock, and there are no redemption rights or sinking
fund provisions with respect to the Common Stock. The outstanding shares of
Common Stock are, and the shares issuable upon conversion will be, when issued
upon conversion, validly issued, fully paid and nonassessable.
PREFERRED STOCK
The Board of Directors, without further action by the holders of
Common Stock and subject to any limitations prescribed by law, may issue shares
of Preferred Stock in one or more series and may fix or alter the rights,
preferences, privileges and restrictions, including voting rights, redemption
provisions (including sinking fund provisions), dividend rights, dividend rates,
liquidation preferences and conversion rights, and the description and number of
shares constituting wholly unissued shares of Preferred Stock. The Board of
Directors, without further shareholder approval but subject to any limitations
prescribed by law, can issue Preferred Stock with voting and conversion rights
which could adversely affect the voting power of the holders of Common Stock. No
shares of Preferred Stock presently are outstanding, and the Company currently
has no plans to issue shares of Preferred Stock. The issuance of shares of
Preferred Stock under certain circumstances could have the effect of delaying or
preventing a change of control or other corporate action.
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CERTAIN CHARTER PROVISIONS
The Company's Restated Articles of Incorporation authorize the
issuance of preferred stock with designations, rights and preferences determined
from time to time by the Board of Directors, without further action by the
shareholders. These provisions could have the effect of deterring hostile
takeovers or delaying or preventing changes in control or management of the
Company.
The Company's Restated Articles of Incorporation require that any
merger, consolidation, dissolution or sale of all or substantially all the
assets of the Company must be approved by the affirmative vote of two-thirds of
the outstanding shares of capital stock entitled to vote thereon. The
requirement of a super-majority vote to approve certain corporate transactions
could enable a minority of the Company's shareholders to exercise veto powers
over such transactions.
The Company has also included in its Restated Articles of
Incorporation provisions to eliminate the personal liability of its directors to
the Company or its stockholders for monetary damages to the fullest extent
permitted under California law. The Restated Articles of Incorporation also
authorize the Company to provide indemnification of its directors, officers and
other agents for breaches of duty to the Company or its stockholders through
bylaw provisions or agreements in excess of the indemnification otherwise
permitted by Section 317 of the California Corporations Code, subject to the
limits on such excess indemnification set forth in Section 204 of the California
Corporations Code. The Company's Amended and Restated Bylaws grant the Company
the power to indemnify, advance expenses to, and purchase and maintain insurance
for its directors and officers to the fullest extent permitted under
California law. The Company does not have any indemnification agreements with
any of its directors or officers.
TRANSFER AGENT
The transfer agent for the Common Stock is ChaseMellon Shareholder
Services, L.L.C.
ITEM 2. EXHIBITS.
N/A
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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.
WILLIAMS-SONOMA, INC.
Date: April 21, 1998 /s/ Dennis A. Chantland
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Dennis A. Chantland
Executive Vice President
(principal financial officer)
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