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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE PANTRY, INC.
(Exact name of registrant as specified in its charter)
Delaware 56-1574463
(State of incorporation or organization) (I.R.S. Employer Identification No.)
P.O. Box 1410, 1801 Douglas Drive, Sanford, North Carolina 27331-1410
(Address of principal executive offices) (Zip Code)
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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
None N/A
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. [_]
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. [X]
Securities Act registration statement file number to which this form
relates: 333-74221 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value
$0.01 per share
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The information required by Item 202 of Regulation S-K is provided under
the heading "DESCRIPTION OF CAPITAL STOCK" in the Registrant's Registration
Statement on Form S-1, Registration No. 333-74221, as initially filed with the
Securities and Exchange Commission on March 10, 1999, as amended on April 2,
1999, May 6, 1999, May 28, 1999 and June 4, 1999 and as the same may be
subsequently amended (the "Registration Statement on Form S-1"). The
Registration Statement on Form S-1 is hereby incorporated by reference and made
a part hereof.
Item 2. Exhibits.
The following Exhibits are filed as part of this Registration Statement:
1. Form of Amended and Restated Certificate of Incorporation of
Registrant to be effective upon cosummation of Registrant's initial public
offering, incorporated by reference to Exhibit 3.3 of Amendment no. 3 to the
Registration Statement on Form S-1.
2. Amended and Restated Bylaws of Registrant, incorporated by reference
to Exhibit 3.4 of Amendment No. 2 to the Registration Statement on Form S-1.
3. Specimen stock certificate for the Common Stock of the Registrant.
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.
THE PANTRY, INC.
Dated: June 4, 1999 By: /s/ William T. Flyg
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William T. Flyg
Senior Vice President and Chief Financial Officer
2.
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EXHIBIT 99.3
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COMMON STOCK COMMON STOCK
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NUMBER [THE PANTRY LOGO] SHARES
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INCORPORATED UNDER THE LAWS SEE REVERSE FOR
OF THE STATE OF DELAWARE CERTAIN DEFINITIONS
CUSIP 69865W 10 8
This Certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01, OF
THE PANTRY, INC.
transferable only on the books of the Corporation by the registered holder
hereof in person or by duly authorized attorney upon surrender of this
certificate properly endorsed. This certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar.
In Witness Whereof, the Corporation has caused this certificate to be signed
in facsimile by its authorized officers and its facsimile seal to be hereunto
affixed.
Dated:
/s/ William T. Flyg [SEAL] /s/ Peter J. Sodini
[APPEARS HERE]
SENIOR VICE PRESIDENT, PRESIDENT AND CHIEF
CHIEF FINANCIAL OFFICER EXECUTIVE OFFICER
AND SECRETARY
COUNTERSIGNED AND REGISTERED:
FIRST UNION NATIONAL BANK
(Charlotte, North Carolina)
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
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THE PANTRY
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:
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- ..Custodian.......
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act..........................
in common (State)
Additional abbreviations may also be used though not in the above list.
For Value Received,____________________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_______________________________________
_______________________________________
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
__________________________________________________________________________Shares
of the common 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,____________________________
X_______________________________________
X_______________________________________
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE CERTIFICATE, IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT, OR ANY CHANGE WHATSOEVER.
SIGNATURE(S) GUARANTEED:________________________________
THE SIGNATURES(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.
KEEP THIS CERTIFICATE IN A SAFE PLACE, IF IT IS LOST, STOLEN, OR DESTROYED, THE
CORPORATION MAY REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A
REPLACEMENT CERTIFICATE.
