0001193125-11-337769.txt : 20111212 0001193125-11-337769.hdr.sgml : 20111212 20111212122423 ACCESSION NUMBER: 0001193125-11-337769 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111212 DATE AS OF CHANGE: 20111212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRACKER BARREL OLD COUNTRY STORE, INC CENTRAL INDEX KEY: 0001067294 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 621749513 STATE OF INCORPORATION: TN FISCAL YEAR END: 0730 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-25225 FILM NUMBER: 111255561 BUSINESS ADDRESS: STREET 1: PO BOX 787 CITY: LEBANON STATE: TN ZIP: 370880787 BUSINESS PHONE: 6154439217 MAIL ADDRESS: STREET 1: PO BOX 787 CITY: LEBANON STATE: TN ZIP: 37087 FORMER COMPANY: FORMER CONFORMED NAME: CBRL GROUP INC DATE OF NAME CHANGE: 19980730 8-A12B/A 1 d268653d8a12ba.htm AMENDMENT NO. 1 Amendment No. 1

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-A/A

Amendment No. 1

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

Pursuant to Section 12(b) or (g) of The

Securities Exchange Act of 1934

 

 

CRACKER BARREL OLD COUNTRY STORE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Tennessee   0-25225   62-1749513

(State or other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS. Employer

Identification No.)

305 Hartmann Drive, P.O. Box 787

Lebanon, Tennessee

   37088-0787
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (615) 444-5533

Not Applicable

(Former name or former address if changed since last report.)

 

 

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:  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), please check the following box:  ¨

Securities Act registration statement file number to which this form relates: Not Applicable

 

 

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

Preferred Stock Purchase Rights   The NASDAQ Stock Market LLC

 

 

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

None

(Title of Each Class)

 

 

 

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

Item 1 of the Registration Statement on Form 8-A filed by Cracker Barrel Old Country Store, Inc. (the “Company”) with the Securities and Exchange Commission on September 23, 2011 is incorporated herein by reference and is hereby amended and supplemented as follows:

 

  (a) Add the following paragraph after the first paragraph of Item 1:

“On December 11, 2011, the Company entered into Amendment No. 1 (the “Amendment”) to the Rights Agreement. The effect of the Amendment is to allow certain institutional investors who are eligible to report their beneficial ownership of the Company’s common stock on Schedule 13G to acquire up to 20% of the Company’s common stock then outstanding without becoming “Acquiring Persons” under the Rights Agreement.”

 

  (b) After the words “10% or more” in the second paragraph of Item 1, add the words “(or in the case of certain passive institutional shareholders, 20% or more)”.

 

  (c) After the words “10% or more” in the sixth paragraph of Item 1, add the words “(or in the case of certain passive institutional shareholders, 20% or more)”.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.

 

Item 2. Exhibits.

 

4.1    Amendment No. 1 to Rights Agreement, dated as of December 11, 2011, between the Company and American Stock Transfer & Trust Company, LLC (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 12, 2011).

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.

Dated: December 12, 2011

 

CRACKER BARREL OLD COUNTRY STORE, INC.
By:  

/S/ LAWRENCE E. HYATT

Name:   Lawrence E. Hyatt
Title:   Senior Vice President and
  Chief Financial Officer

Exhibit Index

 

4.1.    Amendment No. 1 to Rights Agreement, dated as of December 11, 2011, between the Company and American Stock Transfer & Trust Company, LLC (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 12, 2011).