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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/27/24 Cracker Barrel Old Country S… Inc 8-A12B/A 1:21K Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: 8-A12B/A Amendment to Registration Statement for a Class of HTML 20K
Securities
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 | 62-0812904 | |||
|
(State or other Jurisdiction of Incorporation) |
(IRS. Employer Identification No.) |
|
305 Hartmann Drive |
37087-4779 | |
| (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 |
The Nasdaq Stock Market LLC (Nasdaq Global Select Market) |
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) or (e), 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) or (e), please check the following box. ¨
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨
Securities Act registration statement or Regulation A offering 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)
This Form 8-A/A is filed by Cracker Barrel Old Country Store, Inc. (the “Registrant”) to reflect the expiration of the preferred stock purchase rights (the “Rights”) registered on the Form 8-A filed by the Registrant on April 9, 2021.
Item 1. Description of Registrant’s Securities to be Registered.
Item 1 is hereby amended and supplemented as follows:
On February 22, 2024, the Board of Directors (the “Board”) of the Registrant approved an Amendment and Termination (the “Amendment”) to the Registrant’s Rights Agreement, dated as of April 9, 2021 (the “2021 Rights Agreement”). The Amendment accelerated the expiration date of the 2021 Rights Agreement from the close of business on April 9, 2024 to February 27, 2024, such that, immediately prior to 5:00 p.m., New York City time, on February 27, 2024, the preferred share purchase rights pursuant to the 2021 Rights Agreement will expire and each share of common stock, par value $0.01 per share, of the Registrant will no longer be accompanied by a right to purchase, under certain circumstances, one one-hundredth of a share of Series A Junior Participating Preferred Stock of the Registrant pursuant to the 2021 Rights Agreement. Shareholders of the Registrant are not entitled to any payment as a result of the expiration of the 2021 Rights Agreement or the Rights.
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.
| Cracker Barrel Old Country Store, Inc. | ||
| Date: February 27, 2024 | By: | /s/ Richard M. Wolfson |
| Name: | Richard M. Wolfson | |
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |
| This ‘8-A12B/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 4/9/24 | ||||
| Filed on: | 2/27/24 | 10-Q, 8-A12B, 8-K | ||
| 2/22/24 | 8-K | |||
| 4/9/21 | 8-A12B, 8-A12B/A, 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/27/24 Cracker Barrel Old Country S… Inc 10-Q 1/26/24 58:4.7M Broadridge Fin’l So… Inc 4/09/21 Cracker Barrel Old Country S… Inc 8-K:1,3,9 4/09/21 11:520K Toppan Merrill/FA |