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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CONCORD CAMERA CORP.
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(Exact name of Registrant as Specified in its Charter)
New Jersey 13-3152196
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(State of Incorporation or (I.R.S. Employer
Organization) Identification No.)
4000 Hollywood Blvd., Suite 650N
Hollywood, Florida 33021
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(Address of principal executive offices) (zip code)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section 12(g)
12(b) of the Exchange Act and of the Exchange Act and is to become
is effective upon filing effective simultaneously with
pursuant to General the effectiveness of a concurrent
Instruction A.(c), registration statement under the
check the following box. / / Securities Act of 1933 pursuant
to General Instruction A.(d),
check the following box. / /
Securities Act registration statement file number to which this form relates:
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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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None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
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This registration statement relates to the common stock, no par value
per share (the "Common Stock"), of Concord Camera Corp. (the "Registrant"). The
Registrant has authorized the issuance of 100,000,000 shares of its Common Stock
and 1,000,000 shares of preferred stock, no par value per share (the "Preferred
Stock"). As of July 1, 2000, there were 22,283,208 shares of Common Stock issued
and outstanding, excluding 4,758,548 shares of Common Stock that the Registrant
may issue upon exercise of stock options and warrants outstanding as of July 1,
2000 and 656,318 shares of Common Stock available for issuance under the
Registrant's Incentive Plan as of July 1, 2000. As of July 1, 2000, there were
no shares of Preferred Stock issued or outstanding.
The holders of Common Stock are entitled to one vote for each share
held at all meetings of the shareholders. Cumulative voting for the election of
directors is not authorized by the Registrant's certificate of incorporation,
which means that the holders of a majority of the votes can elect all of the
directors then standing for election. The holders of Common Stock have no
preemptive or conversion rights, and there are no redemption or sinking fund
provisions with respect to the Common Stock. All of the shares of Common Stock
presently outstanding are validly issued, fully paid and nonassessable.
The board of directors is authorized, subject to any limitations
prescribed by the New Jersey Business Corporation Act, to issue 1,000,000 shares
of Preferred Stock with voting or conversion rights that could adversely affect
the power or other rights of the holders of Common Stock. The issuance of
Preferred Stock, while providing flexibility in connection with possible
acquisitions and other corporate purposes could, among other things, under
certain circumstances, have the effect of delaying, deferring or preventing a
change in control of the Registrant.
Item 2. Exhibits.
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A. Certificate of Incorporation of the Registrant, as amended through May
9, 2000, filed as an exhibit to the Registrant's Form 10-K as filed
with the Securities and Exchange Commission on August 30, 2000, and
incorporated herein by reference.
B. Restated Bylaws of the Registrant, as amended through April 24, 2000,
filed as an exhibit to the Registrant's Form 10-K as filed with the
Securities and Exchange Commission on August 30, 2000, and incorporated
herein by reference.
C. Form of Common Stock Certificate of the Registrant, attached hereto as
Exhibit C.
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SIGNATURE
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.
CONCORD CAMERA CORP.
By: /s/ Ira B. Lampert
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IRA B. LAMPERT
Chairman, Chief Executive Officer
and President
Date: September 20, 2000
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EXHIBIT INDEX
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Exhibit C Form of Common Stock Certificate of the Registrant 5
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