FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NPC INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Kansas 48-081798
(State of incorporation) (I.R.S. Employer
Identification No.)
720 W. 20th Street, Pittsburg, KS 66762
(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
None Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
Common Stock, par value $.01 per share. Description of Common
Stock is incorporated by reference from Exhibit B of the Registrant's
definitive proxy statement for the annual meeting of the stockholders held
August 8, 1995, filed with the Securities and Exchange Commission (the
"Commission") pursuant to Rule 14a-6 on July 24, 1995.
Item 2. Exhibits.
1. Specimen certificate representing the Common
Stock, $.01 par value, of the Registrant.
2. Exhibit B of the Registrant's definitive proxy
statement filed July 20, 1995.
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.
NPC INTERNATIONAL, INC.
By: James K. Schwartz
Title: President and Chief Operating Officer
Date: July 28, 1995
EXHIBIT INDEX
Exhibit
1. Specimen certificate representing the Common
Stock, $.01 par value, of the Registrant.
2. Exhibit B of the Registrant's definitive proxy
statement filed July 20, 1995.
EXHIBIT 1
Exhibit 1 - Stock Specimen - Facing page (Electronic version)]
NPC INTERNATIONAL
GRAPHICAL LOGO
NUMBER NPC_____ COMMON STOCK SHARES:_____
NPC INTERNATIONAL, INC.
INCORPORATED IN THE STATE OF KANSAS
CUSIP 629360 30 6
THIS CERTIFIES THAT_________________________________________
IS THE REGISTERED OWNER OF__________________________________
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER
SHARE, OF
NPC INTERNATIONAL, INC.
transferable on the books of the Corporation in person or by duly
authorized attorney, upon surrender of the Certificate, properly
endorsed. This certificate is not valid until countersigned by
the Transfer Agent and registered with the Registrar.
WITNESS the seal of the Corporation and the signatures of
its duly authorized officers.
Dated
NPC INTERNATIONAL, INC.
CORPORATE SEAL
KANSAS
Gene Bicknell David G. Short
Chairman of the Board Secretary
Countersigned and Registered
AMERICAN STOCK TRANSFER
AND TRUST COMPANY
(New York, New York)
Transfer Agent and Registrar
By
Authorized Signature
[Stock Specimen - reversing page (Electronic version)]
NPC INTERNATIONAL, INC.
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entities
JT TEN -- as joint tenants with right of survivorship and
not as tenants in common
UNIF GIFT MIN ACT -- (Custodian) Custodian (Minor)
under Uniform Gifts to Minors Act (State)
Additional abbreviations may also be used though not in the above list.
For value received, ________________ hereby sell, assign and transfer unto
(Please insert social security or other identifying number of assignee)___
(Please print or typewrite name and address including postal zip code of
assignee)____________________________________________________________Shares
of the capital stock represented by the within Certificate, and
do hereby irrevocably constitute and appoint _________________________
Attorney to transfer the said stock on the books of the within-
named Corporation with full power of substitution in the premises.
Dated, __________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH
THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
Signature X_______________________
Signature X_______________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN "ELIGIBLE GUARANTOR
INSTITUTION" AS DEFINED IN RULE 17Ad-15 UNDER THE SECURITIES AND
EXCHANGE ACT OF 1934, AS AMENDED.
SIGNATURE(S) GUARANTEED BY:
EXHIBIT 2
EXHIBIT B
AMENDMENT TWO
If Proposal Two is approved by the stockholders and the
Certificate of Amendment relating thereto is properly filed with the Kansas
Secretary of State, then Article FOURTH of the Restated Articles of
Incorporation shall be deleted in its entirety and replaced with the
following:
FOURTH: The aggregate number of shares which the
Corporation has authority to issue is one hundred
million (100,000,000) shares of common stock, par value
$.01 per share ("Common Stock").
The authorized but unissued shares of common stock
as well as any shares of common stock now or hereafter
held as treasury shares shall be issued from time to
time, at such time or times, in such amounts and
manner, for such consideration, whether in cash or
property or otherwise, and to such persons as may be
fixed and determined by the Board of Directors of the
Corporation, subject to this Article FOURTH.
Each share of Common Stock shall be entitled to
one vote on all matters voted upon by the stockholders.
Dividends may be paid upon the Common Stock as and
when declared by the Board of Directors out of funds
and other assets legally available for the payment of
dividends, subject to all of the rights of any class of
stock authorized after this Certificate of Amendment of
the Restated Articles of Incorporation becomes
effective pursuant to the General Corporation Code of
the State of Kansas (the "Effective Time") that ranks
senior to the Common Stock as to dividends.
In the event of any liquidation, dissolution or
winding up of the Corporation, whether voluntary or
involuntary, and after the holders of any class of
stock authorized after the Effective Time ranking
senior to the Common Stock as to distributions of
assets shall have been paid in full the amounts to
which such holders shall be entitled, or an amount
sufficient to pay the aggregate amount to which such
holders shall be entitled shall have been set aside for
the benefit of the holders of such stock, the remaining
net assets of the Corporation shall be distributed pro
rata to the holders of the Common Stock.
No stockholder of this Corporation shall by reason
of holding shares of Common Stock have any preemptive
or preferential right to purchase or subscribe to any
shares of Common Stock of this Corporation, now or
hereafter authorized, or any notes, debentures, bonds,
or other securities convertible into or carrying
options or warrants to purchase shares of Common Stock,
now or hereafter authorized.
At the Effective Time, and without any further
action on the part of the Corporation or its
stockholders, each share of the Corporation's Class A
Common Stock, par value $.01 par value per share
("Class A Common Stock") and Class B Common Stock, par
value $.01 par value per share ("Class B Common
Stock"), then issued,shall automatically be
reclassified and converted into one fully paid and
nonassessable share of Common Stock. Stock
certificates previously representing shares of Class A
Common Stock and certificates previously representing
Class B Common Stock shall thereafter represent the
same number of shares of the Common Stock.
