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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
Series I Junior Participating New York Stock Exchange
Class B Preferred Share
Purchase Rights
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)92),
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.
Series I Class B Preferred Share
In 1988, pursuant to the authority granted by the Articles
of Incorporation, as amended, the Board of Directors of R. G.
Barry Corporation (the "Company" or "Registrant") created a
series of 500,000 Class B Preferred Shares designated as Series I
Junior Participating Class B Preferred Shares, $1 par value (the
"Series I Class B Preferred Shares"). The Series I Class B
Preferred Shares were reserved for issuance pursuant to a Rights
Agreement, dated as of February 29, 1988, between the Registrant
and The Huntington National Bank, as Rights Agent.
Under the Rights Agreement, each of the Registrant's
shareholders has one and one-third Series I Class B Preferred
Share Purchase Rights (the "Rights") for each outstanding common
share, $1 par value (the "Common Shares"), of the Company held
and each newly-issued Common Share will have issued with it one
and one-third Rights. Under certain conditions described below,
each Right may be exercised to purchase a unit consisting of one-
tenth of a share of Series I Class B Preferred Shares (a "Unit")
at a purchase price of $20 per Unit, subject to adjustment.
The Rights currently have no value, are represented by
the certificate evidencing the Common Shares and trade only with
such Common Shares. The Rights will be attached and will not
separate from the Common Shares and may not be exercised until
the occurrence of a "Distribution Date" which will be (i) 15 days
following a public announcement that a person or group of
affiliated or associated persons, without the prior approval of a
majority of the "disinterested" directors, has acquired or
obtained the right to acquire beneficial ownership of 25% or more
of the outstanding Common Shares (the "Share Acquisition Date"),
other than as a result of, among other things, actions taken by
the Company (an "Acquiring Person") or (ii) 10 business days
following the commencement of a tender offer or exchange offer
that would result in a person or group beneficially owning 30% or
more of such outstanding Common Shares.
The Rights are not exercisable until the Distribution
Date and expire at the close of business on March 16, 1998,
unless earlier redeemed by the Company as described below.
If (i) the Company is the surviving corporation in a
merger with an Acquiring Person and its Common Shares are not
changed or exchanged or (ii) a person becomes the beneficial
owner of more than 30% of the then outstanding Common Shares
(other than in certain specified transactions); or if, after the
Share Acquisition Date, (iii) the Company is acquired in a merger
or other business combination transaction in which the Company is
not the surviving corporation (other than in certain specified
transactions) or (iv) 50% or more of the Company's assets or
earning power is sold or transferred, each holder of a Right
(other than an Acquiring Person ) will have the right to receive,
upon exercise, Common Shares of the Company (in the case of (i)
or (ii)) or common shares of the acquiring company (in the case
of (iii) or (iv)), having a market value equal to two times the
exercise price of the Right.
The purchase price payable, and the number of Units of
Series I Class B Preferred Shares or other securities issuable,
upon exercise of the Rights are subject to adjustment upon the
occurrence of certain events including, for example, a stock
dividend or split payable in the Company's Common Shares or
Series I Class B Preferred Shares. The number of Rights may also
be adjusted upon the occurrence of certain events including, for
example, a reverse stock split.
In general, the Company may redeem the Rights in whole,
but not in part, at a price of $.01 per Right at any time until
fifteen days following the Share Acquisition Date. After the
redemption period has expired, the Company's right of redemption
may be reinstated if an Acquiring Person reduces his beneficial
ownership to 10% or less of the outstanding Common Shares in a
transaction or series of transactions not involving the Company.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a shareholder of the Company,
including, without limitation, the right to vote or to receive
dividends.
Other than those provisions relating to the principal
economic terms of the Rights, any of the provisions of the Rights
Agreement may be amended by the Board of Directors of the Company
prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board in
order to cure any ambiguity, to make changes which do not
adversely affect the interests of holders of Rights (excluding
the interests of any Acquiring Person), or to shorten or lengthen
any time period under the Rights Agreement; provided, however,
that no amendment to adjust the time period governing redemption
may be made at such time as the Rights are not redeemable.
Item 2. Exhibits.
I. Rights Agreement, dated as of February 29, 1988, between
Registrant and The Huntington National Bank, as Rights
Agent.
II. 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
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
