<PAGE>
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
LANDRY'S SEAFOOD RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 74-0405386
(State of incorporation or (I.R.S. Employer Identification No.)
organization)
1400 Post Oak Boulevard, Suite 1010
Houston, Texas 77056
(Address of principal executive offices, including zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class to be so Name of each exchange on which
registered each class is to be registered
---------------------------- ------------------------------
<S> <C>
Common Stock, par value $.01 per share New York Stock Exchange
</TABLE>
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [_]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [_]
Securities Act registration statement file number to which this form
relates: (if Applicable)--Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act: None
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This statement relates to the registration of shares of common stock $.01
par value (the "Common Stock") of Landry's Seafood Restaurants, Inc., a
Delaware corporation ("Landry's") on the New York Stock Exchange, Inc.
("NYSE"). Such shares of Common Stock are presently quoted on the Nasdaq
National Market System ("Nasdaq"). Upon the commencement of trading of the
Common Stock on the NYSE, Landry's intends to withdraw its inclusion of the
Common Stock on Nasdaq.
The Company is authorized to issue 60,000,000 shares of Common Stock. As of
October 26, 1999, there were 24,824,133 issued and outstanding shares of
Common Stock. The Company also holds 6,421,157 shares of Common Stock in its
treasury. The Company is also authorized to issue 2,000,000 shares of
Preferred Stock. In connection with a previous acquisition, the Company issued
28,398 shares of its Series A Convertible Preferred Stock. All shares of such
Series A Convertible Preferred Stock have been converted into a like number of
shares of Common Stock. As of September 30, 1999, there were no shares of
Preferred Stock outstanding.
Voting Rights
Each issued and outstanding share of Common Stock entitles the holder
thereof to one vote on all matters submitted to a vote of the Company's
Stockholders. Determination of voting rights of the Preferred Stock is vested
in the Board of Directors.
Liquidation Rights
Holders of the Company's Common Stock are entitled on liquidation to receive
the net assets of the Company in proportion to the respective number of shares
held by them. Determination of liquidation rights of the Preferred Stock is
vested in the Board of Directors.
Preemptive Rights
The holders of the Company's Common Stock do not have any preemptive rights
to subscribe for or to purchase any securities which may be issued by the
Company. Determination of preemptive rights of the Preferred Stock is vested
in the Board of Directors.
Miscellaneous
All of the outstanding shares of the Common Stock of the Company are fully
paid and nonassessable. The Company regularly sends annual reports containing
audited consolidated financial statements to its Stockholders.
Dividends
Reference is made to "Dividend Policy" on page 8 of Landry's Annual Report
on Form 10-K for the fiscal year ended December 31, 1999 which is incorporated
herein. At its Board of Directors meeting held on October 25, 1999, the Board
of Directors of Landry's authorized a $0.10 per annum dividend commencing in
the year 2000.
ITEM 2. EXHIBITS.
None.
2
<PAGE>
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.
Date: December 10, 1999 LANDRY'S SEAFOOD RESTAURANTS, INC.
/s/ Tilman J. Fertitta
------------------------------------------
Tilman J. Fertitta
Chairman of the Board, President and
Chief Executive Officer
3
