<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------
FORM 8-A/A
(Amendment No. 3)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HERBALIFE INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 22-2695420
- -------------------------------------------------------------------------------
(State of Incorporation (I.R.S. Employer
or Organization) Identification no.)
1880 Century Park East
Los Angeles, California 90067
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act is and effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box.[ ] box.[X]
Securities Act registration statement 0-15712
file number to which this form relates: -----------------------------
(If Applicable)
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 None
- --------------------------- ---------------------------------------
Securities to be registered pursuant to Section 12(b) of the Act:
Class A Common Stock
- -------------------------------------------------------------------------------
<PAGE> 2
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of the Application for
Registration on Form 8-A dated April 28, 1987:
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The description of the Registrant's Class A Common Stock set
forth under the caption "Description of the Class A and Class B
Common Stock" in the Registrant's Definitive Proxy with respect
to Herbalife International, Inc.'s December 11, 1997 Special
Meeting of Stockholders as filed with the Securities and
Exchange Commission on November 17, 1997 is incorporated herein
by reference.
Item 2. Exhibits
1. Form of Amended and Restated Articles of Incorporation of the
Registrant (as filed as Exhibit 1 to Form 8-K dated December 12, 1997 and
incorporated herein by reference).
2. Registrant's Bylaws as amended (as filed as Exhibit 3.2 to
Registrant's Annual Report on Form 10-K, filed on March 31, 1997, and
incorporated herein by reference).
-2-
<PAGE> 3
SIGNATURE
Pursuant to the requirement 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.
HERBALIFE INTERNATIONAL, INC.
December 12, 1997 By:
/s/ Christopher Pair
------------------------------------------------
Christopher Pair, Executive Vice President, Chief
Operating Officer and Secretary
-3-
