UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM 8-A/A
(Amendment No. 3)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE
ACT OF 1934
|
| | |
J. C. PENNEY COMPANY, INC. |
(Exact Name of Registrant as Specified in Its Charter) |
| | |
Delaware | | 26-0037077 |
(State
of incorporation or organization) | | (I.R.S. Employer Identification no.) |
6501 Legacy Drive | | |
| | |
(Address
of principal executive offices) | | (Zip Code) |
|
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 | New York Stock Exchange |
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: Not Applicable
Securities
to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Explanatory Note
This Form 8-A/A (Amendment No. 3) is being filed by J. C. Penney Company, Inc. (the “Company”) to update the disclosure in the
Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission (the “SEC”) on August 23, 2013, as amended by the Form 8-A/A (Amendment No. 1) filed with the SEC on January 28, 2014, and the Form 8A/A (Amendment No. 2) filed with the SEC on January 24, 2017.
Item 1. Description of Registrant’s Securities to be Registered.
On January 24, 2020,
the Company amended its Amended and Restated Rights Agreement, dated as of January 27, 2014, between the Company and Computershare Inc., as rights agent, as amended by the First Amendment to Amended and Restated Rights Agreement, dated as of January 23, 2017 (as amended, the “Rights Agreement”), to extend the term of the Rights Agreement
to January 25, 2023 (subject to earlier expiration as described in the Rights Agreement).
The Company expects to submit the extension of the Rights Agreement to stockholders for approval at its 2020 annual meeting of stockholders.
The foregoing summary of the terms of the amendment to the Rights Agreement does not purport to be complete and is qualified in its entirety by the full text
of the amendment, a copy of which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.
Item 2. Exhibits.
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.
J. C. PENNEY COMPANY, Inc.
By:
/s Brandy L. Treadway
Brandy L. Treadway
Senior Vice President,
General Counsel and Secretary
