SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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
OSHMAN'S SPORTING GOODS, INC.
(Exact name of registrant as specified in its charter)
Delaware 74-1031691
(State of incorporation I.R.S. Employer Identification No.)
or organization)
2302 Maxwell Lane
Houston, Texas 77023
(713) 928-3171
(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
Common Stock, $1.00 par value American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
As of April 30, 1995, there were 5,808,049 shares of common stock, $1.00 par
value ("Common Stock") of Oshman's Sporting Goods, Inc. (the "Company") issued
and outstanding, constituting all of the outstanding voting securities of the
Company and 2,625 shares of Common Stock held in treasury by the Company. The
following paragraphs outline certain rights and other information pertaining to
the Common Stock:
(1) Dividend Rights. The holders of Common Stock are entitled to
dividends when and as declared by the Board of Directors of the Company from
funds legally available for such purpose, subject to potential priorities of
payment of dividends on any shares of preferred stock and restrictions on
dividends under agreements to which the Company is a party.
(2) Voting Rights. Each holder of Common Stock is entitled to one vote
for each share held. The Common Stock has non-cumulative voting rights.
(3) Liquidation Rights. In the event of the liquidation or dissolution
of the Company, after payment is made to any senior class of security which may
be outstanding, the holders of the Common Stock are entitled to share equally
and ratably in the balance of any assets remaining after payment of all debts
and liabilities.
(4) Pre-emptive Rights. The Common Stock has no pre-emptive or
subscription rights.
(5) Conversion Rights. The Common Stock is not convertible into
securities of any other class.
(6) Redemption Provisions. There are no redemption provisions applicable
to the Common Stock.
(7) Sinking Fund Provisions. There are no sinking fund provisions
applicable to the Common Stock.
(8) Liability for Further Calls or to Assessment by the Company. The
outstanding shares of Common Stock are fully paid and non-assessable.
(9) Restrictions on Repurchase and Redemption. There are no restrictions
upon the repurchase of shares of Common Stock by the Company. The Common Stock
is not subject to redemption.
The Company has no outstanding class of stock preferred to the Common Stock.
Item 2. Exhibits.(Exhibits filed with Exchange only)
1. A copy of the Company's annual report on Form 10-K for the year ended
January 28, 1995, as filed with the Securities and Exchange Commission April 27,
1995.
2. A copy of the Company's definitive proxy statement relating to the Annual
Meeting of Stockholders to be held on June 16, 1995.
3. Amended and Restated Articles of Incorporation of Oshman's Sporting
Goods, Inc. (filed as Exhibit 3.1 to the Company's Form 10-K for the fiscal year
ended January 31, 1987 (the "1987 10-K") and incorporated herein by reference).
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4. Amended and Restated Bylaws of Oshman's Sporting Goods, Inc. (filed as
Exhibit 3.2 to the 1987 10-K and incorporated herein by reference).
5. Specimen stock certificate for shares of Common Stock.
6. A copy of the Annual Report sent to stockholders for the year ended
January 28, 1995.
SIGNATURE
Pursuant to 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.
(Registrant) OSHMAN'S SPORTING GOODS, INC.
Date: June 6, 1995
By:
Alvin N. Lubetkin
Vice Chairman of the Board
and Chief Executive Officer
