<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
IL FORNAIO (AMERICA) CORPORATION
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 2766571
- - ---------------------------------------- ----------------------------
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
1000 Sansome Street, San Francisco, CA 94111
- - ---------------------------------------- ----------------------------
(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 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
------------------- ------------------------------
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
- - --------------------------------------------------------------------------------
(Title of class)
1.
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Common Stock to be registered hereunder is
contained in the section entitled "Description of Capital Stock," commencing at
page 41 of the Prospectus included in Amendment No. 2 to the Registrant's Form
S-1 Registration Statement, No. 333-23605, filed with the Securities and
Exchange Commission (the "Commission") on August 22, 1997, and is incorporated
herein by reference. The section entitled "Description of Capital Stock"
appearing in the Registrant's final prospectus filed pursuant to Rule 424(b) is
incorporated herein by reference.
ITEM 2. EXHIBITS.
Exhibit
Number Description
- - ----------- -----------
1. Certificate of Incorporation of the Registrant.(1)
2. Bylaws of the Registrant.(1)
3. Amended and Restated Certificate of Incorporation to be
effective upon completion of the offering.(1)
4. Specimen stock certificate.(1)
5. Copy of "Description of Capital Stock" incorporated by
reference from Amendment No. 2 to Registrant's
Form S-1 Registration Statement, No. 333-23605.
- - ---------------
(1) Filed with the Securities and Exchange Commission as an exhibit to
Registrant's Form S-1 Registration Statement, No. 333-23605 and
incorporated herein by reference.
<PAGE> 3
DESCRIPTION OF CAPITAL STOCK
Upon the closing of this offering, the authorized capital stock of the
Company will consist of 20,000,000 shares of Common Stock, $.001 par value, and
5,000,000 shares of Preferred Stock, $.001 par value.
COMMON STOCK
As of August 15, 1997, there were 4,582,891 shares of Common Stock (after
giving effect to the conversion of Preferred Stock into Common Stock upon the
closing of this offering) outstanding held of record by 230 stockholders.
The holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the stockholders. Subject to
preferences that may be applicable to any outstanding shares of the Preferred
Stock, the holders of Common Stock are entitled to receive ratably such
dividends as may be declared by the Board of Directors out of funds legally
available therefor. See "Dividend Policy." In the event of a liquidation,
dissolution or winding up of the Company, holders of the Common Stock are
entitled to share ratably in all assets remaining after payment of liabilities
and the liquidation preferences of any outstanding shares of Preferred Stock.
Holders of Common Stock have no preemptive rights and no right to convert their
Common Stock into any other securities. There are no redemption or sinking fund
provisions applicable to the Common Stock. All outstanding shares of Common
Stock are, and all shares of Common Stock to be outstanding upon the closing of
this offering will be, fully paid and nonassessable.
PREFERRED STOCK
Pursuant to the Company's Restated Certificate to be effective upon the
closing of this offering, the Board of Directors has the authority, without
further action by the stockholders, to issue up to 5,000,000 shares of Preferred
Stock in one or more series and to fix the designations, powers, preferences,
privileges and relative participating, optional or special rights and the
qualifications, limitations or restrictions thereof, including dividend rights,
conversion rights, voting rights, terms of redemption and liquidation
preferences, any or all of which may be greater than the rights of the Common
Stock. The Board of Directors, without stockholder approval, can issue Preferred
Stock with voting, conversion or other rights that could adversely affect the
voting power and other rights of the holders of Common Stock. Preferred Stock
could thus be issued quickly with terms calculated to delay or prevent a change
in control of the Company or make removal of management more difficult.
Additionally, the issuance of Preferred Stock may have the effect of decreasing
the market price of the Common Stock and may adversely affect the voting and
other rights of the holders of Common Stock. Upon the closing of this offering,
there will be no shares of Preferred Stock outstanding and the Company currently
has no plans to issue any of its Preferred Stock.
WARRANTS
As of August 15, 1997, there were warrants outstanding to purchase 32,487
shares of Common Stock at an exercise price of $9.90 per share. The warrants
expire December 31, 1997.
ANTITAKEOVER EFFECTS OF PROVISIONS OF CHARTER DOCUMENTS AND DELAWARE LAW
Charter Documents. The Restated Certificate and By-laws to be effective
upon the closing of this offering, include a number of provisions that may have
the effect of deterring hostile takeovers or delaying or preventing changes in
control or management of the Company. First, the Company's Board of Directors
will be classified into three classes of directors. The Restated Certificate
provides that directors may be removed for cause by the vote of the holders of a
majority of the voting power and without cause by the vote of the holders of
66 2/3% of the voting power. See "Management -- Executive Officers and
Directors." In addition, the Restated Certificate provides that all stockholder
action must be effected at a duly called meeting of stockholders and not by a
consent in writing. Further, the By-laws limit who may call special meetings of
the stockholders. The Company's Restated Certificate does not include a
provision for cumulative voting for directors. Under cumulative voting, a
minority stockholder holding a sufficient percentage of a class of shares may be
able to ensure the election of one or more directors. Finally, the By-laws
establish procedures,
41
<PAGE> 4
including advance notice procedures, with regard to stockholder proposals and
the nomination of candidates for election as directors. These and other
provisions of the Restated Certificate and By-laws and Delaware law could
discourage potential acquisition proposals and could delay or prevent a change
in control or management of the Company. See "Risk Factors -- Effects of Certain
Charter and By-law Provisions."
Delaware Takeover Statute. The Company is subject to the provisions of
Section 203 of the Delaware General Corporation Law. In general, the statute
prohibits a publicly held Delaware corporation from engaging in a "business
combination" with an "interested stockholder" for a period of three years after
the date of the transaction in which the person became an interested
stockholder, unless the business combination is approved in a prescribed manner.
For purposes of Section 203, a "business combination" includes a merger, asset
sale or other transaction resulting in a financial benefit to the interested
stockholder, and an "interested stockholder" is a person who, together with
affiliates and associates, owns (or within three years prior, did own) 15% or
more of the corporation's voting stock.
REGISTRATION RIGHTS
Following this offering, the holders of 2,474,343 shares of Common Stock
(the "Registrable Securities") and warrants to purchase 32,487 shares of Common
Stock are entitled to certain registration rights with respect to such shares.
Subject to certain exceptions, including the right of the Company to defer a
demand registration for a period of 120 days under certain conditions, the
holders of at least 40% of the Registrable Securities may require that the
Company use its best efforts to register for public resale under the Securities
Act beginning six months after the closing of this offering all Registrable
Securities requested to be registered. Subject to certain limitations, the
holders of at least 10% of the outstanding Registrable Securities may require on
two occasions, but not more than once in any 12-month period, that the Company
use its best efforts to register on Form S-3 for public resale all Registrable
Securities requested to be registered. In addition, subject to certain
limitations, in the event the Company elects to register any of its Common Stock
under the Securities Act, either for its own account or for the account of any
other stockholders, the Company is required to notify, and subject to certain
marketing and other limitations, is required to include in such registration the
Registrable Securities of holders requesting registration. The Company is
required to bear all registration expenses incurred in connection with the
registration of Registrable Securities in the one demand registration, in the
two S-3 registrations and in all Company registrations.
Subject to certain limitations, registration rights may be transferred to
an assignee or transferee who is an affiliate of the transferor who acquires a
minimum number of shares of the transferor's Registrable Securities. In
addition, registration rights may be assigned in connection with a distribution
by a transferor to a partner of the transferor, former partner or the estate of
any such partner regardless of the number of shares of the transfer's
Registrable Securities with notice.
TRANSFER AGENT AND REGISTRAR
BankBoston has been appointed as the transfer agent and registrar for the
Company's Common Stock.
42
<PAGE> 5
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized.
IL FORNAIO (AMERICA) CORPORATION
(Registrant)
Date: August 21, 1997 By: /s/ Paul J. Kelley
-------------------------------
Paul J. Kelley
Chief Financial Officer
