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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
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DAVE & BUSTER'S, INC.
(Exact name of registrant as specified in its charter)
Missouri 43-1532756
(State of incorporation (IRS Employer
or organization) Identification Number)
2481 Manana Drive
Dallas, Texas 75220
(Address of principal executive offices) (Zip Code)
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
Common Stock Purchase Rights with New York Stock Exchange, Inc.
respect to Common Stock, $.01 par value
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. [X]
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. [ ]
Securities Act registration statement file number to which this form
relates: (if applicable)
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Securities to be registered pursuant to Section 12(g) of the
Act:
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
COMMON STOCK PURCHASE RIGHTS WITH RESPECT TO COMMON STOCK, $.01 PAR VALUE
In May 1995, the Board of Directors of the Company approved a Rights
Agreement between the Company and Rights Agent, dated June 16, 1995 (the
"Rights Agreement"), which is designed to protect stockholders should the
Company become the target of coercive and unfair takeover tactics. Pursuant to
the Rights Agreement, the Board of Directors declared a dividend distribution
of one preferred Stock Purchase Right ("Right") for each outstanding share of
Common Stock, which was effected in June 1995. Initially, the Rights were
attached to all Common Stock certificates, and no separate Rights certificates
exist. Until the Rights become separable as described below, an additional
Right will be issued with every share of newly issued Common Stock, whether
initially issued or issued from the Company's treasury.
The Rights would become exercisable and separable from Common Stock on
the earlier to occur of (i) the tenth business day following a public
announcement or the date ("Stock Acquisition Date") the Company has knowledge
that a person or group (other than the Company, any subsidiary of the Company
or any employee benefit plan of the Company) has acquired 20% or more of the
Company's voting stock without prior written consent of the Board of Directors
of the Company, or (ii) the tenth business day (or such later date as
determined by the Board of Directors not later than the Stock Acquisition Date)
following the commencement of a tender offer or exchange offer, without prior
written consent of the Company, by a person (other than the Company, any
subsidiary of the Company or any employee benefit plan of the Company) which,
upon consummation, would result in such party's control of 20% or more of the
Company's voting stock. The 20% thresholds may be reduced to not less than 10%
by the Board of Directors.
When exercisable, each Right would entitle stockholders to purchase
one one-hundredth of a share of Series A Junior Participating Preferred Stock,
par value $0.01 per share (the "Preferred Stock"), at an exercise price of $75
per one one-hundredth of a share (the "Purchase Price"), subject to certain
adjustments. Each share of Preferred Stock is entitled to one vote on all
matters submitted to a vote of stockholders.
If any person or group (other than the Company, any subsidiary of the
Company or any employee benefit plan of the Company) acquires 20% or more of
the Company's voting stock outstanding without prior written consent of the
Board of Directors of the Company, each Right, except those held by such
persons, would entitle stockholders to acquire, in lieu of Preferred Stock,
such number of shares of Common Stock as shall equal the result obtained by
multiplying the then current Purchase Price by the number of one one-hundredths
of a share of Preferred Stock for which a Right is then exercisable and
dividing that product by 50% of the current per-share market price of Common
Stock.
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If any person or group (other than the Company, any subsidiary of the
Company or any employee benefit plan of the Company) acquires more than 20% but
less than 50% of the outstanding Common Stock without prior written consent of
the Board of Directors of the Company, each Right, except those held by such
persons, may be exchanged by the Board of Directors for one share of Common
Stock or one one-hundredth of a share of the Preferred Stock.
If the Company is acquired in a merger or other business combination
transaction where the Company is not the surviving corporation or where Common
Stock is exchanged or changed or 50% or more of the Company's assets or
earnings power is sold in one or several transactions without prior written
consent of the Board of Directors of the Company, each Right would entitle
stockholders to receive shares of the acquiring Company's common stock as shall
be equal to the result obtained by multiplying the then current Purchase Price
by the number of one one-hundredths of a share of Preferred Stock for which a
Right is then exercisable and dividing that product by 50% of the current
market price per share of the common stock of the acquiring company on the date
of such merger or other business combination transaction.
The Rights can be redeemed by the Board of Directors for one cent per
Right at any time prior to the acquisition by a person or group (other than the
Company, any subsidiary of the Company or any employee benefit plan of the
Company) of beneficial ownership of 20% or more of the outstanding Common Stock
without prior written consent of the Board of Directors of the Company. The
Rights, which do not have voting privileges, expire in June 2005.
The Rights have certain anti-takeover effects. The Rights could cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on redemption of the Rights or on substantially
all of the Rights also being acquired. The Rights should not, however,
interfere with any merger or other business combination approved by the Board
of Directors of the Company since the Rights may be redeemed by the Company as
described above.
Item 2. Exhibits.
1 - Restated Articles of Incorporation of the Company (1)
2 - By-Laws of the Company (1)
3 - Rights Agreement between the Company and Rights Agent, dated June 16,
1995 (1)
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(1) Filed as an exhibit to the registrant's Form 10-Q for the 13-week
period ended April 30, 1995, and incorporated herein by reference.
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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 its behalf by the undersigned, thereto duly authorized.
DAVE & BUSTER'S, INC.
By: /s/ Alan L. Murray
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Alan L. Murray
Vice President, General Counsel and
Secretary
Date: May 14, 1999
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