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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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
OUTBACK STEAKHOUSE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 59-3061413
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(State of incorporation or organization)(IRS Employer Identification Number)
2202 North Westshore Boulevard, 5th Floor, Tampa, Florida 33607
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(Address of principal executive offices) (Zip Code)
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 |X|
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 |_|
Securities Act registration statement 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
Common Stock, $.01 Par Value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of company's securities to be registered.
The capital stock of Outback Steakhouse, Inc., a Delaware corporation
(the "Company") to be registered on the New York Stock Exchange, Inc. (the
"Exchange") is the Company's Common Stock, $.01 par value ("Common Stock").
The holders of shares of Common Stock are entitled to one vote for share of
Common Stock upon all matters presented to the stockholders. Subject to
preferences that may be applicable to any outstanding shares of the Company's
Preferred Stock, $.01 par value (the "Preferred Stock"), the holders of
Common Stock are entitled to receive, and shall share equally, share for
share, when, as and if declared by the Board of Directors, out of the assets
of the Company, which are by law available therefor, dividends or
distributions payable in cash, in property or in securities of the Company.
Holders of Common Stock shall not be entitled on account of holding such
stock to preemptive rights or other rights to acquire or subscribe for
additional stock or securities of the Company authorized to be issued. There
are no redemption or sinking fund provisions applicable to the Common Stock.
All outstanding shares of Common Stock are fully paid and non-assessable.
The Company's Certificate of Incorporation authorizes 2,000,000 shares
of Preferred Stock. The Board of Directors has the authority to issue the
Preferred Stock in one or more series to fix the rights, preferences,
privileges and restrictions thereof, including dividend rights, dividend
rates, conversion rights, voting rights, terms of redemption, redemption
prices, liquidation preferences and the number of shares constituting any
series or the designation of such series, without further vote or action by
the stockholders. The issuance of Preferred Stock may have the effect of
delaying, deferring or preventing a change in control of the Company without
further action by the stockholders and may adversely affect the voting and
other rights of the holders of Common Stock. The issuance of Preferred Stock
with voting and conversion rights may adversely affect the voting power of
the holders of Common Stock, including the loss of voting control to others.
At present, the Company has not issued and has no plans to issue any of the
Preferred Stock.
The Company's Bylaws permit the Board from time to time to consist of
not less than 3 nor more than 15 members. The Board of Directors are divided
into three classes as nearly equal in number as possible, to be known as
Class I, Class II and Class III. Each class is elected to staggered terms.
The Board of Directors may increase or decrease the number of the members of
the Board of Directors within the above limitation without stockholder
approval. No reduction in the number of directors shall of itself have the
effect of shortening the term of any incumbent director. In case of any
increase in the number of directors, the additional directors shall be
distributed among the several classes as nearly equally as possible. Nominees
for directors must be nominated for election in accordance with the Company=s
Bylaws. Nominations maybe made by the Board or a committee thereof and such
nominations shall be made not fewer than 30 days prior to the date of the
meeting at which directors are to be elected. If there shall be any vacancy
in the Board of Directors for any reason, the remaining directors shall
constitute the Board of Directors until such vacancy is filled and the
remaining directors may fill any vacancy in the Board for the unexpired term.
These provisions of the Bylaws could discourage potential acquisition
proposals, could delay or prevent a change in control of the Company and may
have the effect of preventing changes in the management of the Company.
Item 2. Exhibits
None.
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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, hereunto duly authorized.
Dated: June 7, 2000.
OUTBACK STEAKHOUSE, INC.
By: /s/ Robert S. Merritt
Name: Robert S. Merritt
Title: Senior Vice President,
Chief Financial Officer and Treasurer
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