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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Cole National Corporation
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(Exact name of registrant as specified in its charter)
Delaware 34-1453189
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(State of incorporation or organization) (I.R.S. employer identification no.)
5915 Landerbrook Drive, Mayfield Hts., Ohio 44124
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(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
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Common Stock, par value
$.001 per share New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
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(Title of class)
Exhibit Index Appears on Page 5
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As of October 16, 1997, a Certificate of Amendment (the "Amendment") of
the Restated Certificate of Incorporation (the "Certificate") of Cole National
Corporation (the "Company") became effective. Such Amendment was subject to the
approval of the Board of Directors of the Company, which was granted on March
20, 1997 and of the stockholders of the Company, which was granted on June 12,
1997. Accordingly, Item 1 of Form 8-A filed by the Company with the Securities
and Exchange Commission (the "Commission") on February 15, 1994, and as amended
by Form 8-A/A as filed with the Commission on April 7, 1994, is hereby amended
as follows:
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The Company's Certificate of Amendment of the Restated Certificate of
Incorporation (the "Certificate") authorizes the issuance of 40,000,000 shares
of Common Stock, par value $.001, and 5,000,000 shares of preferred stock, par
value $.001 (the "Preferred Stock").
COMMON STOCK
The holders of Common Stock will be entitled to receive dividends when, if
and as declared from time to time by the Board of Directors out of funds legally
available therefor. Upon the liquidation, dissolution or winding up of the
Company, the holders of Common Stock will be entitled to receive ratably the net
assets of the Company available after the payment of all debts and other
liabilities and subject to the prior rights of any holders of any outstanding
Preferred Stock. The Common Stock is not convertible. The shares of Common Stock
will have no preemptive rights and will not be subject to further calls or
assessments by the Company. There will be no redemption or sinking fund
provisions applicable to the Common Stock. The holders of Common Stock will be
entitled to one vote per share on all matters to be voted upon by the
stockholders and, except as required by law, the holders of each class of Common
Stock will vote together as one class on all matters. The holders of Common
Stock will not have the right to vote cumulatively in the election of directors.
All of the outstanding shares of Common Stock are fully paid and nonassessable,
except for the restricted shares issued pursuant to the 1992 Management Stock
Option Plan through certain borrowings from the Company. The rights, preferences
and privileges of the holders of Common Stock are subject to, and may be
adversely affected by the rights of the holders of shares of any Preferred Stock
which the Company may issue in the future. In addition, each share of Common
Stock is subject to one Right pursuant to the Rights Plan which provides for the
distribution of one Right for each outstanding share of the Company's Common
Stock held of record as of the close of business on September 1, 1995. The
Rights were registered on Form 8-A as filed with the Commission on September 7,
1995 and as amended by Form 8-A/A as filed with the Commission on August 22,
1997. The Rights will trade together with the Company's Common Stock on the New
York Stock Exchange and will not be exercisable unless certain triggering events
occur. Prior to the time that the Rights become exercisable, the Board of
Directors has the power to redeem the Rights. Unless earlier redeemed, the
Rights will expire on August 31, 2005.
The foregoing description of the Amendment is qualified in its entirety by
reference to the full text of the Amendment, which is attached as an exhibit
hereto and incorporated herein by reference.
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CERTAIN CHARTER PROVISIONS
The Company's Certificate provides in general, that (i) stockholder action
can be taken only at an annual or special meeting of stockholders and not by
written consent in lieu of a meeting, (ii) special meetings of the stockholders
may be called only by the Chairman of the Board, the President or the Secretary
of the Company, by a majority of the total number of directors of the Company
(assuming no vacancies) or by the holders of a majority of the outstanding
shares of Common Stock, and (iii) the provisions of Section 203 of the Delaware
General Corporation Law, which prohibits certain business combinations for a
certain period, are made part of the Company's Certificate.
ITEM 2. EXHIBITS.
Number Description
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4.1 Certificate of Amendment of the Restated Certificate of
Incorporation of the Registrant.
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SIGNATURE
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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.
COLE NATIONAL CORPORATION
By: /s/Wayne Mosley
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Wayne Mosley
Vice President
Date: November 14, 1997
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EXHIBIT INDEX
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Exhibit Number Description
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4.1 Certificate of Amendment of the Restated Certificate of
Incorporation of the Registrant.
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Exhibit 4.1
CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
COLE NATIONAL CORPORATION
The undersigned, a Vice President of Cole National Corporation
(the "Corporation"), a corporation organized and existing under the General
Corporation Law of the State of Delaware, does hereby certify:
A. That, on March 20, 1997, the Board of Directors of
the Corporation adopted a resolution declaring the advisability of amending the
Restated Certificate of Incorporation of the Corporation as follows:
RESOLVED, that the Restated Certificate of
Incorporation of the Corporation be amended by deleting
Article FOURTH in its entirety and replacing it so as to read
as follows:
FOURTH: The total number of shares which the Company
shall have the authority to issue is 45,000,000 and the shares
shall be divided into classes as follows: (i) 5,000,000 shares
of Preferred Stock (the "Preferred Stock"), par value $.001
per share, which are not classified and (ii) 40,000,000 shares
of Common Stock, par value $.001 per share ("Common Stock").
PREFERRED STOCK
Shares of Preferred Stock of any class or of any
series of any class may be issued from time to time.
The Board of Directors is hereby authorized, within
the limitations and restrictions stated in the Article FOURTH,
to fix by resolution or resolutions the designation of each
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class of Preferred Stock or series thereof and the powers,
preferences and relative, participating, optional or other
special rights, and qualifications, limitations or
restrictions thereof, including, without limiting the
generality of the foregoing, such provisions as may be desired
concerning voting, redemption, dividends, dissolution or the
distribution of assets, conversion or exchange, and such other
subjects or matters as may be fixed by resolution or
resolutions of the Board of Directors under the GCL.
B. That a meeting of the stockholders held in accordance
with the provisions of Section 222 of the General Corporation Law of the State
of Delaware, the holders of a majority of the outstanding shares of Common Stock
of the Corporation did vote to approve such Amendment of the Restated
Certificate of Incorporation.
C. That such amendment has been duly adopted in
accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, the undersigned does make this Certificate of Amendment,
hereby declaring and certifying under penalties of perjury that this is his act
and deed and the facts stated herein are true, and accordingly has hereunto set
his hand this 12th day of June, 1997.
/s/ Joseph Gaglioti
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Joseph Gaglioti
Vice President
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I, Tracy L. Burmeister, the Secretary of the Corporation, do
hereby attest that the foregoing Certificate of Amendment was duly adopted in
accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware and, in witness whereof, I have hereunto set my hand this
12th day of June, 1997.
Attest: /s/ Tracy L. Burmeister
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Tracy L. Burmeister
Secretary
