-----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, BjhEjiH1pQstln90fa3EXI0Ikuj5hQct9vBZLuijYPPP9xtwlHFYfHb3ociNuJoh GC1EMk9bUqGxtXcvRcPPEg== 0000950152-97-008007.txt : 19971117 0000950152-97-008007.hdr.sgml : 19971117 ACCESSION NUMBER: 0000950152-97-008007 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971114 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLE NATIONAL CORP /DE/ CENTRAL INDEX KEY: 0000769644 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 341453189 STATE OF INCORPORATION: DE FISCAL YEAR END: 0203 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: SEC FILE NUMBER: 001-12814 FILM NUMBER: 97718311 BUSINESS ADDRESS: STREET 1: 5915 LANDERBROOK DR CITY: MAYFIELD HEIGHTS STATE: OH ZIP: 44124 BUSINESS PHONE: 2164494100 MAIL ADDRESS: STREET 1: 5915 LANDERBROOK DRIVE STREET 2: SUITE 300 CITY: CLEVELAND STATE: OH ZIP: 44124 FORMER COMPANY: FORMER CONFORMED NAME: CNC HOLDING CORP/DE DATE OF NAME CHANGE: 19920703 8-A12B/A 1 COLE NATIONAL CORPORATION FORM 8-A12B/A 1 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 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Cole National Corporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 34-1453189 - -------------------------------------------------------------------------------- (State of incorporation or organization) (I.R.S. employer identification no.) 5915 Landerbrook Drive, Mayfield Hts., Ohio 44124 - -------------------------------------------------------------------------------- (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, par value $.001 per share New York Stock Exchange - ------------------------------ -------------------------------- - ------------------------------ -------------------------------- Securities to be registered pursuant to Section 12(g) of the Act: Not Applicable - -------------------------------------------------------------------------------- (Title of class) Exhibit Index Appears on Page 5 -1- 2 As of October 16, 1997, a Certificate of Amendment (the "Amendment") of the Restated Certificate of Incorporation (the "Certificate") of Cole National Corporation (the "Company") became effective. Such Amendment was subject to the approval of the Board of Directors of the Company, which was granted on March 20, 1997 and of the stockholders of the Company, which was granted on June 12, 1997. Accordingly, Item 1 of Form 8-A filed by the Company with the Securities and Exchange Commission (the "Commission") on February 15, 1994, and as amended by Form 8-A/A as filed with the Commission on April 7, 1994, is hereby amended as follows: ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED The Company's Certificate of Amendment of the Restated Certificate of Incorporation (the "Certificate") authorizes the issuance of 40,000,000 shares of Common Stock, par value $.001, and 5,000,000 shares of preferred stock, par value $.001 (the "Preferred Stock"). COMMON STOCK The holders of Common Stock will be entitled to receive dividends when, if and as declared from time to time by the Board of Directors out of funds legally available therefor. Upon the liquidation, dissolution or winding up of the Company, the holders of Common Stock will be entitled to receive ratably the net assets of the Company available after the payment of all debts and other liabilities and subject to the prior rights of any holders of any outstanding Preferred Stock. The Common Stock is not convertible. The shares of Common Stock will have no preemptive rights and will not be subject to further calls or assessments by the Company. There will be no redemption or sinking fund provisions applicable to the Common Stock. The holders of Common Stock will be entitled to one vote per share on all matters to be voted upon by the stockholders and, except as required by law, the holders of each class of Common Stock will vote together as one class on all matters. The holders of Common Stock will not have the right to vote cumulatively in the election of directors. All of the outstanding shares of Common Stock are fully paid and nonassessable, except for the restricted shares issued pursuant to the 1992 Management Stock Option Plan through certain borrowings from the Company. The rights, preferences and privileges of the holders of Common Stock are subject to, and may be adversely affected by the rights of the holders of shares of any Preferred Stock which the Company may issue in the future. In addition, each share of Common Stock is subject to one Right pursuant to the Rights Plan which provides for the distribution of one Right for each outstanding share of the Company's Common Stock held of record as of the close of business on September 1, 1995. The Rights were registered on Form 8-A as filed with the Commission on September 7, 1995 and as amended by Form 8-A/A as filed with the Commission on August 22, 1997. The Rights will trade together with the Company's Common Stock on the New York Stock Exchange and will not be exercisable unless certain triggering events occur. Prior to the time that the Rights become exercisable, the Board of Directors has the power to redeem the Rights. Unless earlier redeemed, the Rights will expire on August 31, 2005. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached as an exhibit hereto and incorporated herein by reference. -2- 3 CERTAIN CHARTER PROVISIONS The Company's Certificate provides in general, that (i) stockholder action can be taken only at an annual or special meeting of stockholders and not by written consent in lieu of a meeting, (ii) special meetings of the stockholders may be called only by the Chairman of the Board, the President or the Secretary of the Company, by a majority of the total number of directors of the Company (assuming no vacancies) or by the holders of a majority of the outstanding shares of Common Stock, and (iii) the provisions of Section 203 of the Delaware General Corporation Law, which prohibits certain business combinations for a certain period, are made part of the Company's Certificate. ITEM 2. EXHIBITS. Number Description - ------ ----------- 4.1 Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant. -3- 4 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. COLE NATIONAL CORPORATION By: /s/Wayne Mosley ------------------------------ Wayne Mosley Vice President Date: November 14, 1997 -4- 5 EXHIBIT INDEX ------------- Exhibit Number Description - -------------- ----------- 4.1 Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant. -5- EX-4.1 2 EXHIBIT 4.1 1 Exhibit 4.1 CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION OF COLE NATIONAL CORPORATION The undersigned, a Vice President of Cole National Corporation (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify: A. That, on March 20, 1997, the Board of Directors of the Corporation adopted a resolution declaring the advisability of amending the Restated Certificate of Incorporation of the Corporation as follows: RESOLVED, that the Restated Certificate of Incorporation of the Corporation be amended by deleting Article FOURTH in its entirety and replacing it so as to read as follows: FOURTH: The total number of shares which the Company shall have the authority to issue is 45,000,000 and the shares shall be divided into classes as follows: (i) 5,000,000 shares of Preferred Stock (the "Preferred Stock"), par value $.001 per share, which are not classified and (ii) 40,000,000 shares of Common Stock, par value $.001 per share ("Common Stock"). PREFERRED STOCK Shares of Preferred Stock of any class or of any series of any class may be issued from time to time. The Board of Directors is hereby authorized, within the limitations and restrictions stated in the Article FOURTH, to fix by resolution or resolutions the designation of each 2 2 class of Preferred Stock or series thereof and the powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including, without limiting the generality of the foregoing, such provisions as may be desired concerning voting, redemption, dividends, dissolution or the distribution of assets, conversion or exchange, and such other subjects or matters as may be fixed by resolution or resolutions of the Board of Directors under the GCL. B. That a meeting of the stockholders held in accordance with the provisions of Section 222 of the General Corporation Law of the State of Delaware, the holders of a majority of the outstanding shares of Common Stock of the Corporation did vote to approve such Amendment of the Restated Certificate of Incorporation. C. That such amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the undersigned does make this Certificate of Amendment, hereby declaring and certifying under penalties of perjury that this is his act and deed and the facts stated herein are true, and accordingly has hereunto set his hand this 12th day of June, 1997. /s/ Joseph Gaglioti ------------------- Joseph Gaglioti Vice President 3 3 I, Tracy L. Burmeister, the Secretary of the Corporation, do hereby attest that the foregoing Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware and, in witness whereof, I have hereunto set my hand this 12th day of June, 1997. Attest: /s/ Tracy L. Burmeister ------------------------- Tracy L. Burmeister Secretary -----END PRIVACY-ENHANCED MESSAGE-----