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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
O'Sullivan Industries Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 43-1659062
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(State of incorporation or organization)(I.R.S. Employer Identification No.)
1900 Gulf Street, Lamar, Missouri 64759-1899
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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), please 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), please check the following box. /X/
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<S> <C>
Securities Act registration statement file number to which this form relates: NO.333-81631
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Securities to be registered pursuant to Section 12(b) of the Act:
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<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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<S> <C>
None n/a
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Securities to be registered pursuant to Section 12(g) of the Act:
Senior Preferred Stock
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The title of the stock to be registered is Senior Preferred Stock $.01
par value per share
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(the "Senior Preferred Stock"), of O'Sullivan Industries Holdings, Inc., a
Delaware corporation (the "Registrant"). A description of the securities
registered hereby is included in the "Description of O'Sullivan Capital Stock
After the Merger" section of the Final Prospectus filed pursuant to Section
424(b) of the Securities Act filed as part of the Registrant's Registration
Statement on Form S-4, Commission File No. 333-81631 which shall be deemed to be
incorporated herein by reference.
ITEM 2. EXHIBITS
Pursuant to Part II of the Instructions as to Exhibits on Form 8-A, the
following exhibits are incorporated herein by reference from the Registrant's
Registration Statement on Form S-4, Commission File No. 333-81631 and Form S-1,
Commission File No. 33-72120, or are being filed with each copy of this
Registration Statement.
1. Form of Amended and Restated Certificate of Incorporation of the
Registrant. (Exhibit 2.4(a) to Appendix A of the Final Prospectus
filed as part of the Registrant's Registration Statement on Form
S-4, Commission File No. 333-81631)
2. Form of Bylaws of the Registrant.
(Exhibit 3.2 to the Registrant's Registration Statement on
Form S-1, Commission File No. 33-72120)
3. Copy of specimen of the Registrant's Senior Preferred Stock.
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SIGNATURES
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, thereunto duly authorized.
O'SULLIVAN INDUSTRIES HOLDINGS, INC.
s\ Rowland H. Geddie III
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By: Rowland H. Geddie III
Title: Vice President, General Counsel & Secretary
Dated: 12/10/99
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SENIOR PREFERRED STOCK
PAR VALUE $0.01 INCORPORATED UNDER
THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFICATE IS TRANSFERABLE IN
KANSAS CITY,MISSOURI OR
NEW YORK, NEW YORK CUSIP 67104Q 20 5
SEE REVERSE FOR CERTAIN DEFINITIONS
FULLY PAID AND NON-ASSESSABLE SHARES OF SENIOR PREFERRED STOCK OF
O'Sullivan Industries Holdings, Inc.,(herein referred to as the "Corporation")
transferable only on the books of the Corporation by the holder hereof in person
or by duly authorized attorney upon surrender of this Certificate properly
endorsed . This Certificate and the shares represented hereby are issued and
shall be held subject to all the provisions of the Amended and Restated
Certificate of Incorporation of the Corporation (a copy of which certificate is
on file with the Transfer Agent), to all of which the holder by acceptance
hereof assents. This Certificate is not valid until countersigned by the
Transfer Agent and registered by the Registrar.
Witness the seal of the Corporation and the signatures of its duly
authorized officers.
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BACK
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
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TEN COM - as tenants in common UNIF GIFT MIN ACT ____________Custodian____________
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors Act
JT TEN - as joint tenants with right _________________________________
of survivorship and not as (State)
tenants in common
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Additional abbreviations may also be used though not in the above list.
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
FOR VALUE RECEIVED, __________________ HEREBY SELL, ASSIGN AND TRANSFER UNTO
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE.
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_________________________________________________________________________ SHARES
OF THE SENIOR PREFERRED STOCK REPRESENTED BY THE WITHIN CERTIFICATE, AND DO
HEREBY IRREVOCABLY CONSTITUTE AND APPOINT ______________________________________
_______________________________________________________________________ ATTORNEY
TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN-NAMED CORPORATION WITH
FULL POWER OF SUBSTITUTION IN THE PREMISES.
DATED,_____________
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NOTICE: SIGNATURE
THE SIGNATURE(S) TO THIS
ASSIGNMENT MUST CORRES- X --------------------------------------
POND WITH THE NAME(S) AS SIGNATURE
WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICU-
LAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE
WHATEVER.
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION AS
DEFINED IN RULE 17Ad-15 UNDER THE
SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.
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SIGNATURE(S) GUARANTEED BY:
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