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
SUNGLASS HUT INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in its Charter)
FLORIDA 65-0667471
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(State of Incorporation) (I.R.S. Employer Identification No.)
255 ALHAMBRA CIRCLE
CORAL GABLES, FLORIDA 33134 33134
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(Address of principal executive (Zip Code)
offices)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with the
Instruction A(c)(1) please check the effectiveness of a concurrent
following box. [ ] registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box. [X]
Securities to be registered pursuant to Section 12(b) of the Act:
NONE.
Securities to be registered pursuant to Section 12(g) of the Act:
5 1/4% CONVERTIBLE SUBORDINATED NOTES, DUE 2003
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Incorporated herein by reference are the descriptions of the
Registrant's $115,000,000 principal amount of 5 1/4% Convertible Subordinated
Notes due 2003 (the "Notes") and related matters set forth under the heading
"Description of Notes" in the Registrant's Registration Statement on Form S-3,
filed with the Securities and Exchange Commission on September 6,
1996, as amended.
ITEM 2. EXHIBITS.
3.1 Registrant's Articles of Incorporation(1)
3.2 Registrant's Bylaws(1)
4.1 Specimen form of Stock Certificates for Registrant's Common
Stock(1)
4.2 Specimen form of Note(1)
4.7 Registration Rights Agreement, dated June 26, 1996, between
the Registrant and the initial purchasers of 5 1/4%
Convertible Subordinated Notes Due 2003 (the "Notes")(1)
4.8 Indenture, dated as of June 26, 1996, among the Registrant
and The Bank of New York(1)
13.1 Registrant's Annual Report for fiscal year ended February
3, 1996(3)
13.2 Registrant's Quarterly Report for fiscal year ended May 4,
1996(4)
27.1 Proxy Statement for the 1996 Annual Meeting of Shareholders
of the Registrant, held on June 4, 1996(5)
99.1 Registration Statement of the Registrant on Form S-3 and
exhibits thereto, filed with the Securities and Exchange
Commission on September 12, 1996, as amended(2)
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(1) Incorporated by reference to the exhibit of the Registrant's Registration
Statement on Form 8-B filed with the Securities and Exchange Commission on
August 23, 1996.
(2) Simultaneously filed with the Securities and Exchange Commission.
(3) Incorporated by reference to the exhibit filed with the Registrant's Annual
Report on Form 10-K for the fiscal year ended February 3, 1996.
(4) Incorporated by reference to the exhibit filed with the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended May 4, 1996.
(5) Incorporated by reference to the Registrant's Proxy Statement for the 1996
Annual Meeting of Shareholders of the Registrant's held on June 4, 1996.
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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 registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
Dated: September 6, 1996 SUNGLASS HUT INTERNATIONAL, INC.
By: /s/ GEORGE L. PITA
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George L. Pita, Vice President -
Finance and International Development
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