8-A12B/A 1 a2042800z8-a12ba.txt FORM 8-A12B/A 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 AMENDMENT NO. 2 MORTON'S RESTAURANT GROUP, INC. ----------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 13-3490149 ----------------------------------------------------------------------------- (State of incorporation or organization) (I.R.S. Employer Identification No.) 3333 New Hyde Park Road, Suite 210, New Hyde Park, New York 75204 ----------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to Section securities pursuant to Section 12(b) of the Exchange Act and 12(g) of the Exchange Act and is effective pursuant to General is effective pursuant to General Instruction A.(c), please check Instruction A.(d), please check the following box. |X| the following box. | | Securities Act registration statement file number to which this form relates (If Applicable): 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 --------------------- ------------------------------ RIGHTS TO PURCHASE SERIES NEW YORK STOCK EXCHANGE A JUNIOR PARTICIPATING PREFERRED STOCK, $.01 PAR VALUE Securities to be registered pursuant to Section 12(g) of the Act: None ---------------------------------------------------------------------------- (Title of Class) AMENDMENT NUMBER 2 TO FORM 8-A The undersigned Registrant hereby amends the following items, exhibits and other portions of its Registration Statement on Form 8-A, which was initially filed on December 27, 1994, amended and restated on January 25, 1995 and declared effective on February 9, 1995, regarding the registration of the Registrant's Rights to Purchase Series A Junior Participating Preferred Stock, $.01 par value (the "Form 8-A"). Item 1. Description of Registrant's Securities to be Registered Item 1 of the Form 8-A is hereby amended to include the following: On March 22, 2001, the Registrant amended and restated its Rights Agreement originally adopted on December 15, 1994 (the "Rights Agreement") between the Registrant (then known as Quantum Restaurant Group, Inc.) and Equiserve Trust Company (then known as The First National Bank of Boston), as Rights Agent. The amendments, among other things, removed provisions that required certain directors' consent in order to redeem the Rights Agreement and to take certain other actions. A copy of the Amended and Restated Rights Agreement is included as Exhibit 3 to this Registration Statement and is incorporated herein by reference. This description of the changes to the Rights Agreement does not purport to be complete, and is qualified in its entirety by reference to the Amended and Restated Rights Agreement. ITEM 2. EXHIBITS Item 2 of the Form 8-A is hereby amended to include the following: Exhibit 3 Amended and Restated Rights Agreement, dated as of March 22, 2001, between Morton's Restaurant Group, Inc. and Equiserve Trust Company, as Rights Agent. SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized. MORTON'S RESTAURANT GROUP, INC. By: /s/ Thomas J. Baldwin ----------------------------- Thomas J. Baldwin Executive Vice President and Chief Financial Officer Dated: March 23, 2001 INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION ------- ----------- 3 Amended and Restated Rights Agreement, dated as of March 22, 2001, between Morton's Restaurant Group, Inc. and Equiserve Trust Company, as Rights Agent (included as an exhibit to the Registrant's Form 8-K filed on March 23, 2001 and incorporated herein by reference)