-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JpD0dAsHB4QCU7JrGmMPKzRPU+XhTf2PprMuGl7BpxM5Hxxrb4EE1ptp3kOrfXnd +tkLrIUSWEsjf4ZHsYvcdw== 0000950144-04-005519.txt : 20040514 0000950144-04-005519.hdr.sgml : 20040514 20040514163536 ACCESSION NUMBER: 0000950144-04-005519 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALEXANDERS J CORP CENTRAL INDEX KEY: 0000103884 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 620854056 STATE OF INCORPORATION: TN FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08766 FILM NUMBER: 04808263 BUSINESS ADDRESS: STREET 1: 3401 WEST END AVE STREET 2: P O BOX 24300 CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6152691900 MAIL ADDRESS: STREET 1: 3401 WEST END AVE STREET 2: SUITE 260 CITY: NASHVILLE STATE: TN ZIP: 37203 FORMER COMPANY: FORMER CONFORMED NAME: VOLUNTEER CAPITAL CORP / TN / DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WINNERS CORP DATE OF NAME CHANGE: 19890910 FORMER COMPANY: FORMER CONFORMED NAME: VOLUNTEER CAPITAL CORP DATE OF NAME CHANGE: 19820520 8-A12B/A 1 g89137e8va12bza.htm J ALEXANDER'S CORPORATION - FORM 8-A12B/A J ALEXANDER'S CORPORATION - FORM 8-A12B/A
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A/A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

J. Alexander’s Corporation

(Exact name of registrant as specified in its charter)
     
Tennessee   62-0854056
  		 
 
(State of incorporation or organization)   (I.R.S. Employer
  Identification No.)
     
3401 West End Avenue, Suite 260, P.O. Box 24300, Nashville, Tennessee   37203
  		 
 
(Address of principal executive offices)   (Zip Code)
     
If this form relates to the registration of a
  If this form relates to the
class of securities pursuant to Section
  registration of a class of securities
12(b) of the Exchange Act and is effective
  pursuant to Section 12(g) of the
pursuant to General Instruction A.(c.),
  Exchange Act and is effective
please check the following box. x
  pursuant to General Instruction
  A.(d.), please check the following box. o

Securities to be registered pursuant to Section 12(b) of the Act:

     
Title of each class
to be so registered
  Name of each exchange on which each class is to be registered
 
 
 
Common Stock
  American Stock Exchange
 
Series A Junior Preferred Stock
  American Stock Exchange
Purchase Rights
    

Securities to be registered pursuant to Section 12(g) of the Act:

None

 

TABLE OF CONTENTS

SIGNATURE
EX-8 AMENDMENT TO RIGHTS AGREEMENT

Table of Contents

     J. Alexander’s Corporation (the “Company”) has outstanding rights to purchase Series A Junior Preferred Stock (the “Rights”), which Rights are attached to all outstanding shares of its common stock, par value $.05 per share (“Company Common Stock”). The Rights are described in a Form 8-A filed with the Securities and Exchange Commission in 1990, as amended on March 23, 1999, May 12, 1999 and December 29, 2000, and the terms of the Rights are set out in a Rights Agreement between the Company and Sovran Bank/Central South dated May 16, 1989, as amended, which has been assumed by SunTrust Bank, Atlanta, N.A., as Rights Agent.

Item 1. Description of Registrant’s Securities to be Registered

     The description of the Company’s Common Stock and Rights registered hereunder is contained under the caption “Item 1. Description of Registrant’s Securities to be Registered,” of the Form 8-A/A filed by the Company with the Securities and Exchange Commission on December 29, 2000 and is incorporated herein by reference. Such description is amended to reflect the amendment to the Rights Agreement on May 12, 2004. The amendment extended the term of the Rights Agreement by five years by changing the definition of “Final Expiration Date” contained in Section 7(a) to “May 16, 2009”. The Rights expire at the close of business on May 16, 2009 unless earlier redeemed by the Company.

     The form of Rights Agreement between the Company and the Rights Agent specifying the terms of the Rights, which includes as Exhibit A the form of Rights Certificate; Amendment to Rights Agreement dated February 22, 1999, Amendment to Rights Agreement dated March 22, 1999, Amendment to Rights Agreement dated May 6, 1999 and Amendment to Rights Agreement dated May 14, 2004, are attached hereto as exhibits and are incorporated herein by reference. The foregoing description of the Rights does not purport to be complete and is qualified in its entirety by reference to such exhibits.

Item 2. Exhibits

     The following exhibits are filed with this registration statement:

     
1.
  Charter (Exhibit 3(a) of the Registrant’s Report on Form 10-K for the year ended December 30, 1990, is incorporated herein by reference).
2.
  Amendment to Charter dated February 7, 1997 (Exhibit (3)(a)(2) of the Registrant’s Report on Form 10-K for the year ended December 29, 1996, is incorporated herein by reference).
3.
  Restated Bylaws of Registrant as currently in effect (Exhibit 3(b) of the Registrant’s Report on Form 10-K for the year ended January 3, 1999, is incorporated herein by reference).
4.
  Rights Agreement dated May 16, 1989, by and between the Company and SunTrust Bank, Atlanta (formerly Sovran Bank/Central South) including Form of Rights Certificate and Summary of Rights (Exhibit 3 to the Registrant’s Report on Form 8-K dated May 16, 1989, is incorporated herein by reference).
5.
  Amendments to Rights Agreement dated February 22, 1999, by and between the Company and SunTrust Bank (Exhibit 4(c) of the Registrant’s Report on Form 10-K for the year ended January 3, 1999, is incorporated herein by reference).

2

Table of Contents

     
6.
  Amendment to Rights Agreement dated March 22, 1999, by and between the Company and SunTrust Bank (Exhibit 4(d) of the Registrant’s Report on Form 10-K for the year ended January 3, 1999, is incorporated herein by reference).
7.
  Amendment to Rights Agreement dated May 6, 1999, by and between the Registrant and SunTrust Bank (Exhibit 5 of the Registrant’s Form 8-A/A dated May 12, 1999, is incorporated herein by reference.
8
  Amendment to Rights Agreement dated May 14, 2004, by and between the Registrant and SunTrust Bank.

3

Table of Contents

SIGNATURE

     Pursuant to the requirement 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.
         
  J. ALEXANDER’S CORPORATION
 		  
  By:   /s/ R. Gregory Lewis    
    Name:   R. Gregory Lewis   
Date: May 14, 2004    Its: Chief Financial Officer, Vice President of Finance and Secretary  
 

4

EX-8 2 g89137exv8.txt EX-8 AMENDMENT TO RIGHTS AGREEMENT EXHIBIT 8 AMENDMENT TO RIGHTS AGREEMENT THIS AMENDMENT (the "Amendment"), between J. Alexander's Corporation, a Tennessee corporation (the "Company"), and SunTrust Bank, Atlanta (the "Rights Agent"). W I T N E S S E T H : WHEREAS, on May 16, 1989, the Company entered into that Certain Rights Agreement between the Company and the Rights Agent (the "Rights Agreement"); WHEREAS, the Board of Directors of the Company declared a distribution of one Right for each outstanding share of Common Stock issued (including shares distributed from Treasury) by the Company thereafter as well as each share of Common Stock issued by the Company prior to the Distribution Date (as defined in Section 3(a) of the Rights Agreement); WHEREAS, the Rights Agreement was previously amended by the Amendments to Rights Agreement effective February 22, 1999, the Amendment to Rights Agreement effective March 22, 1999 and the Amendment to Rights Agreement effective May 6, 1999; WHEREAS, the Board of Directors of the Company has determined that it is in the best interest of the Company and its shareholders to further amend the Rights Agreement as set forth in this Amendment; WHEREAS, pursuant to Section 26, the Company and the Rights Agent, at the direction of the Company's Board of Directors, may supplement or amend any provision of the Rights Agreement without the approval of any holders of certificates representing shares of the Company's Common Stock since the Distribution Date has not yet occurred; WHEREAS, terms used in this Amendment that are defined in the Rights Agreement are used with the meanings ascribed to them in the Rights Agreement; NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows: 1. Amendment. Effective as of the date of this Amendment, the Rights Agreement shall be amended as follows: Section 7(a), as amended, which sets out the definition of "Final Expiration Date," is amended to delete the phrase "May 16, 2004" and to substitute therefor the phrase "May 16, 2009." 2. Effective Date. The Amendment shall become effective as of the date hereof upon its execution and delivery by each of the parties. 3. Rights Agreement. Except as set forth in Section 1 above, the Rights Agreement shall remain in full force and effect. 4. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute a single instrument. IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their duly authorized officers or agents all as of the date first above written. J. ALEXANDER'S CORPORATION By: /s/ Lonnie J. Stout II ---------------------------------------- Name: Lonnie J. Stout II Title: Chairman, President and CEO Date: May 14, 2004 --------------------------- SUNTRUST BANK, ATLANTA By: /s/ Letitia Radford ---------------------------------------- Name: Letitia Radford --------------------------------- Title: Vice President -------------------------------- Date: May 14, 2004 --------------------------- 2 -----END PRIVACY-ENHANCED MESSAGE-----