Page 1 of 5 Pages
Exhibit Index at Page 5
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
R. G. BARRY CORPORATION
(Exact name of registrant as specified in its charter)
OHIO
31-4362899
(State of incorporation or organization)
(I.R.S. Employer Identification No.)
13405 Yarmouth Road, N.W., Pickerington, Ohio
43147
(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
to be so registered which each class is to be
registered
Common Shares, Par Value New York Stock Exchange
$1.00
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(g) of the Act:
None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be
Registered.
Common Shares, Par Value $1.00
The capital stock of R. G. Barry Corporation (the "Company"
or "Registrant") to be registered on the New York Stock Exchange,
Inc. (the "Exchange"), is the Registrant's Common Shares with a
par value of $1 per share (the "Common Shares"). Holders of the
Common Shares are entitled to one vote per share at all meetings
of shareholders and are not permitted to cumulate their votes in
the election of directors. Holders of outstanding Common Shares
are entitled to receive dividends when, as and if declared by the
Company's Board of Directors from funds legally available
therefor, subject to the rights of holders of Preferred Shares of
the Company and to restrictions contained in long-term
indebtedness of the Company. Dividends that may be declared on
the Common Shares will be paid in an equal amount to each holder
of a Common Share. No pre-emptive or conversion rights are
conferred upon the holders of the Common Shares. Upon
liquidation, all Common Shares are entitled to participate
equally in the assets of the Company available for distribution
to holders of Common Shares. There are no redemption or sinking
fund provisions applicable to the Common Shares. All of the
outstanding Common Shares are fully paid and nonassessable.
The Articles of Incorporation, as amended, and Code of
Regulations, as amended, of the Company contain several
provisions which may be deemed to have anti-takeover effects.
These provisions include: (1) an 80% shareholder vote
requirement in order to approve certain major corporate
transactions (e.g., merger or consolidation, sale or other
disposition of all or substantially all of the Company's assets,
liquidation or dissolution or the Company, etc.) with certain
holders of stock representing 10% or more of the voting power of
the Company unless a majority of the "disinterested" directors
approves the transaction or certain price criteria and procedural
requirements are satisfied; (2) elimination of cumulative voting
in the election of directors; (3) classification of the Board of
Directors into three classes so that each director serves three
years, with one class being elected each year; (4) a
requirement that directors, during their terms, may be removed
only by an 80% shareholder vote; and (5) certain procedural
requirements, including provisions governing the time period for
setting special shareholder meetings, record dates and nominating
directors, and specifying who may call special shareholder
meetings. Each of these provisions has previously been approved
by the shareholders of the Company.
Item 2. Exhibits
1. All of the following exhibits required by Instruction II to
Item 2 will be supplied to the New York Stock Exchange:
Exhibit No. Description
1 Annual Report on Form 10-K for
the fiscal year ended December
31, 1994 of the Registrant
2 Quarterly Report on Form 10-Q
for the fiscal quarter ended
March 25, 1995 of the
Registrant
3 Letter to Shareholders, Notice
of Annual Meeting of
Shareholders and Proxy
Statement, dated April 5, 1995,
and delivered to shareholders
of the Registrant in connection
with the Annual Meeting of
Shareholders held on May 10,
1995
4(a) Articles of Incorporation of
Registrant, as filed with the
Ohio Secretary of State on
March 26, 1984
4(b) Certificate of Amendment to
Articles of Incorporation of
Registrant, as filed with the
Ohio Secretary of State on June
3, 1987
4(c) Certificate of Amendment to the
Articles of Incorporation of
Registrant Authorizing the
Series I Junior Participating
Class B Preferred Shares, as
filed with the Ohio Secretary
of State on March 1, 1988
4(d) Certificate of Amendment to the
Articles of Registrant, as
filed with the Ohio Secretary
of State on May 9, 1988
4(e) Certificate of Amendment to the
Articles of Incorporation of
Registrant, as filed with the
Ohio Secretary of State on May
22, 1995
4(f) Regulations of Registrant, as
amended
4(g) Rights Agreement, dated as of
February 29, 1988, between
Registrant and The Huntington
National Bank, as Rights Agent
5 Specimen certificate evidencing
Common Shares of Registrant.
6 Annual Report to Shareholders
of Registrant for the fiscal
year ended December 31, 1994
SIGNATURES
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, thereunto duly authorized.
R. G. BARRY CORPORATION
By: /s/ Richard L. Burrell
Richard L. Burrell,
Senior Vice President-Finance,
Secretary and Treasurer
Dated: June 5, 1995
INDEX TO EXHIBITS
Exhibit No. Description Page No.
1 Annual Report on Form 10-K for
the fiscal year ended December
31, 1994 of the Registrant
2 Quarterly Report on Form 10-Q
for the fiscal quarter ended
March 25, 1995 of the
Registrant
3 Letter to Shareholders, Notice
of Annual Meeting of
Shareholders and Proxy
Statement, dated April 5, 1995,
and delivered to shareholders
of the Registrant in connection
with the Annual Meeting of
Shareholders held on May 10,
1995
4(a) Articles of Incorporation of
Registrant, as filed with the
Ohio Secretary of State on
March 26, 1984
4(b) Certificate of Amendment to
Articles of Incorporation of
Registrant, as filed with the
Ohio Secretary of State on June
3, 1987
4(c) Certificate of Amendment to the
Articles of Incorporation of
Registrant Authorizing the
Series I Junior Participating
Class B Preferred Shares, as
filed with the Ohio Secretary
of State on March 1, 1988
4(d) Certificate of Amendment to the
Articles of Registrant, as
filed with the Ohio Secretary
of State on May 9, 1988
4(e) Certificate of Amendment to the
Articles of Incorporation of
Registrant, as filed with the
Ohio Secretary of State on May
22, 1995
4(f) Regulations of Registrant, as
amended.
4(g) Rights Agreement, dated as of
February 29, 1988, between
Registrant and The Huntington
National Bank, as Rights Agent
5 Specimen certificate evidencing
Common Shares of Registrant
6 Annual Report to Shareholders
of Registrant for the fiscal
year ended December 31, 1994
