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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
ROCKFORD CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Arizona 86-0394353
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
546 South Rockford Drive
Tempe, Arizona 85281
(Address of Principal Executive Offices)
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, Par Value $0.01 NASDAQ
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A. (c), please check the following box. / /
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A. (d), please check the following box. / /
Securities Act registration statement file number to which this form
relates: 333-79285
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
Our description of Common Stock, par value $0.01 per share, under the
caption "Description of Capital Stock" contained in our registration statement
No. 333-79285 on Form S-1, as filed with the Securities and Exchange
Commission on May 26, 1999, as amended from time to time, is incorporated
herein by this reference.
ITEM 2. EXHIBITS
1. Our Articles of Incorporation are incorporated by reference to Exhibit
3.1 of the S-1 Registration Statement.
2. Our Amendment to Articles of Incorporation filed on January 12, 1988
is incorporated by reference to Exhibit 3.3 of the S-1 Registration Statement.
4. Our Amendment to Articles of Incorporation filed on April 30, 1999
is incorporated by reference to Exhibit 3.4 of the S-1 Registration Statement.
5. Our Amendment to Articles of Incorporation filed on May 17, 1999 is
incorporated by reference to Exhibit 3.5 of the S-1 Registration Statement.
6. Our Restated Bylaws are incorporated by reference to Exhibit 3.2 of
the S-1 Registration Statement.
7. Our Amendment to Bylaws adopted by the board of directors on May 14,
1999 is incorporated by reference to Exhibit 3.6 of the S-1 Registration
Statement.
8. Certificate representing our shares of common stock to be registered
hereunder is incorporated by reference to Exhibit 4.1 of the S-1 Registration
Statement.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
ROCKFORD CORPORATION
/s/ W. Gary Suttle
Dated 6/3/99 By: ___________________________________
W. Gary Suttle, President and Chief
Executive Officer
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