SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A/A
Amendment No. 3
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GKN HOLDING CORP.
(Exact name of registrant as specified in its charter)
Delaware 13-3414302
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(State of Incorporation) (IRS Employer
Identification No.)
61 Broadway, New York, New York 10006
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration If this Form relates to the
of a class of debt securities and is registration of a class of debt
effective upon filing pursuant to General securities and is to become
Instruction A(c)(1), please effective simultaneously with
check the following box: |_| 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(b) of the Securities Act
of 1934: None
Securities to be registered pursuant to Section 12(g) of the Securities
Exchange Act:
Title of each class to be so registered
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Common Stock, par value $.0001 per share
This Amendment No. 3 to the Registrant's Registration Statement on
Form 8-A is being filed to reflect that the securities registered hereby
are to be registered by Section 12(g) of the Securities Exchange Act of 1934.
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This Amendment No. 3 to the Registration Statement on Form 8-A relates to
the common stock, par value $.0001 per share ("Common Stock") of GKN Holding
Corp., a Delaware corporation ("Registrant"). A Registration Statement on Form
S-1 (No. 333-05273) relating to the Common Stock was filed with the Securities
and Exchange Commission ("Commission") on June 5, 1996 ("Registration
Statement"). Amendment Nos. 1 and 2 to the Registration Statement were filed
with the Commission on July 18, 1996 and July 29, 1996, respectively
(hereinafter referred to as "Amendment No. 1" and "Amendment No. 2,"
respectively). The original Registration Statement on Form 8-A was filed with
the Commission on July 24, 1996 (Reg. No. 1-11973). Amendments Nos. 1 and 2 to
the Registration Statement on Form 8-A were filed with the Commission on July
29, 1996.
Item 1. Description of Registrant's Securities to be Registered.
The information required in this Item 1 of this Statement is incorporated
herein by reference from the section entitled "Description of Capital Stock"
appearing in the Prospectus included in Amendment No. 2 to the Registrant's
Registration Statement which was filed with the Commission on July 29, 1996.
Item 2. Exhibits.
Incorporated by reference are the following exhibits to the Registrant's
Amendment Nos. 1 and 2 to its Registration Statement, as amended.
Exhibit No. Description
1.1 * Form of Underwriting Agreement.
3.1 + Registrant's Restated Certificate of Incorporation.
3.1 (a) + Amendment, effective as of May 31, 1994, to Registrant's
Restated Certificate of Incorporation.
3.2 + Registrant's By-laws.
3.2 (a) * Amendment to the Registrant's By-laws.
4.1 * Form of Common Stock Certificate.
10.14 + Warrant Agreement with Joseph Stahler.
10.15 + Stock Purchase Agreement with Marvin and Sally Shochet,
including form of Option Agreement
10.16 * Option Agreement with director nominees.
10.17 + 1991 Employee Incentive Plan.
10.18 + Clearing Agent Agreement.
10.19 + Form of Stock Option Agreement.
10.20 * 1996 Incentive Compensation Plan
+ Filed as the same number exhibit included in Amendment No. 1.
* Filed as the same number exhibit included in Amendment No. 2.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized.
GKN HOLDING CORP.
Date: July 30, 1996 By: /s/ Peter R. Kent
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Name: Peter R. Kent
Title: Chief Operating Officer
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