UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
DAVCO RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
Delaware
State of other jurisdiction of incorporation
52-1633813
(I.R.S. Employer Identification Number)
1657 Crofton Boulevard, Crofton, Maryland 21114
(Address of Principal Executive Office)
(410) 721-3770
(Registrants Telephone Number)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered
Common Stock, $.001 Par Value Per Share
Name of each exchange on which each class is to be registered
American Stock Exchange
Securities to be registered to section 12(g) of the Act:
None
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Item 1. Description of Securities to be Registered
General: The authorized capital stock of the Company consists of two
classes, 8,200,000 shares of Common Stock and 3,200,000 shares of Non-Voting
Common. 6,587,632 shares of Common Stock are issued and
outstanding and no shares of Non-Voting Common are issued and
outstanding. The Certificate of Incorporation does not provide for the
issuance of any classes of preferred stock.
Common Stock: The holders of the Common stock and the holders of Non-Voting
Common, if any, are entitled to share ratably in dividends when, as
and if declared by the Board of Directors out of funds legally available
therefor.
Each share of Common Stock is entitled one vote per share for each share
held on the applicable date on all matters on which stockholders are entitled
or permitted to vote, including the election of directors, and does not have
cumulative voting rights. The holders of Non-Voting Common, if any, have
no voting rights, except as required by law and except with respect to
certain amendments to the Certificate of Incorporation. Holders of Non-Voting
Common, if any, may elect at any time to convert any or all of such
shares into Common Stock on a share for share basis. Holders of Common
stock and holder of Non-Voting Common have no preemptive rights to
subscribe for any additional securities of any class which the Company may
issue, nor any conversion, redemption or sinking fund rights. In the event of
the liquidation, dissolution or winding up of the Company, holders of
Common Stock and holders of Non-Voting Common are entitled to share
equally and ratably in the assets, if any, of the Company remaining after
payment of all indebtedness and other liabilities. The outstanding shares of
Common Stock are, fully paid and nonassessable. The rights preferences
and privileges of holders of Common Stock and holders on Non-Voting
Common are subject to any series of preferred stock which the Company
may authorize and issue in the future.
Item 2. Exhibits
All exhibits required by Instruction II to Item 2 have been supplied to the
American Stock Exchange.
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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 behalf by the undersigned, thereto duly authorized.
DAVCO RESTAURANTS, INC.
DATED: November 19, 1996
By: /S/ Ronald D. Kirstien
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President and CEO
DATED: November 19, 1996
By: /S/ Charles C. McGuire, III
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Vice President and CFO
