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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ROCK OF AGES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 030153200
(State of incorporation or organization) (IRS Employer
Identification No.)
772 Graniteville Road, Graniteville, Vermont 05654
(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
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), 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), check the following box. [x]
Securities Act registration statement file number to which this form
relates: 333-33685
Securities to be registered pursuant to Section 12(g) of the Act:
CLASS A COMMON STOCK, par value $.01 per share
(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
This Registration Statement amends the Registration Statement on
Form 8-A filed by Rock of Ages Corporation (the "Company") on October 16,
1997.
Item 1. Description of Securities to be Registered.
Class A Common Stock
The Company's Amended and Restated Certificate of
Incorporation authorizes the issuance of up to 30,000,000 shares of Class
A Common Stock, par value $.01 per share (the "Class A Common Stock").
Voting Rights. Each share of Class A Common Stock entitles the
holder to one vote on each matter submitted to a vote of the
Company's stockholders, and each share of the Company's Class B
Common Stock, par value $.01 per share (the "Class B Common Stock"),
entitles the holder to ten votes on each such matter, in each case
including the election of directors. Except as required by applicable
law, holders of the Class A Common Stock will vote together as a single
class with the Company's Class B Common Stock on all matters submitted
to a vote of the stockholders. Neither the Class A Common Stock nor the
Class B Common Stock has cumulative voting rights.
Any action that can be taken at a meeting of the stockholders
may be taken by written consent in lieu of the meeting if the Company
receives consents signed by stockholders having the minimum number of
votes that would be necessary to approve the action at a meeting at which
all shares entitled to vote on the matter were present. This could permit
the holders of Class B Common Stock to take all actions required to be
taken by the stockholders without providing the other stockholders the
opportunity to vote or raise other matters at a meeting.
Dividends. Holders of Class A Common Stock and Class B Common
Stock are entitled to receive dividends at the same rate if and when
declared by the Board of Directors out of funds legally available
therefor, subject to the dividend and liquidation rights of any of the
Preferred Stock, par value $.01 per share of the Company (the
"Preferred Stock") that may be issued and outstanding.
If a dividend or distribution payable in Class A Common Stock is
made on the Class A Common Stock, the Company must also make a pro rata
and simultaneous dividend or distribution on the Class B Common Stock
payable solely in shares of Class B Common Stock. Conversely, if a
dividend or distribution payable in Class B Common Stock is made on the
Class B Common Stock, the Company must also make a pro rata and
simultaneous dividend or distribution on the Class A Common Stock payable
solely in shares of Class A Common Stock.
Conversion. The Class A Common Stock has no conversion rights.
Liquidation. In the event of liquidation of the Company,
after payment of the debts and other liabilities of the Company and
after making provision for the holders of Preferred Stock, if any, the
remaining assets of the Company will be distributable ratably among
the holders of the Class A Common Stock and Class B Common Stock treated
as a single class.
Other Provisions. The holders of shares of Class A Common Stock
are not entitled to preemptive rights. The Class A Common Stock may not
be subdivided or combined in any manner unless the Class B Common Stock
is subdivided or combined in the same proportion.
The information required by Item 202(5) of Regulation S-K is
provided under the headings "Description of Capital Stock-Preferred Stock"
and "-Antitakeover Effects of Provisions of the Charter and By-Laws and
of Delaware Law" in the Company's Registration Statement on Form S-1
(Registration No. 333-33685), as initially filed with the Securities and
Exchange Commission on August 15, 1997 and as amended on September 23,
1997, October 15, 1997 and October 17, 1997 (the "Registration
Statement"). Such portion of the Registration Statement is hereby
incorporated by reference and made a part hereof.
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.
ROCK OF AGES CORPORATION
Dated: February 4, 1998 By: /s/ Kurt M. Swenson
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Name: Kurt M. Swenson
Title: President and Chief
Executive Officer
