UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
A.T. CROSS COMPANY
(Exact Name of Registrant as Specified in Its Charter)
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Rhode Island |
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05-0126220 |
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(State of Incorporation or Organization) |
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(IRS Employer Identification No.) |
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One Albion Road Lincoln, Rhode Island |
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02865 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Securities to be registered pursuant to Section 12 (b) of the Act:
Title of each class to be so registered |
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Name of each exchange on which each is to be registered |
Class A Common Stock ($1.00 Par Value) |
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NASDAQ Stock Market LLC |
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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.
xIf 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.
oSecurities 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
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
Our Articles of Incorporation authorize the issuance of 40,000,000 shares of Class A common stock, $1.00 par value per share. As of the date of this Registration Statement on Form 8-A, there are 14,139,554 shares of Class A common stock issued and outstanding. Holders of Class A common stock have the right to elect one-third of the number of directors from time to time fixed by the holders of Class A and Class B common stock voting together as a single class. Holders of Class B common stock have the right to elect the remaining directors. Class A and Class B common stock vote together as a single class to reserve shares to be issued pursuant to options granted with respect to the acquisition of assets or shares of another company under certain circumstances. In addition, holders of Class A and Class B common stock vote together as a single class:
If the consummation of any transaction described above would, with respect to either the Class A common stock or the Class B common stock, result in a change in the designations, preferences, limitations or relative rights of the shares of such class or have certain other effects as specified in the Company's articles, the holders of Class A and Class B common stock vote as separate classes on such transaction. Except as stated above or otherwise required by law or applicable stock exchange listing standards, all voting power is vested in the holders of Class B common stock so long as any shares of Class B common stock are outstanding.
The holders of Class A common stock are entitled to receive dividends when, as and if declared by the board of directors out of funds legally available therefore. In the event of our liquidation, dissolution, or winding up, the holders of Class A common stock are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision has been made for each class of stock, if any, having preference over the Class A common stock. The holders of Class A Common Stock do not have preemptive rights.
Item 2. Exhibits.
In accordance with the Instructions to Exhibits of Form 8-A, no exhibits are required to be filed because no other securities of the Company are registered on The NASDAQ Stock Market LLC, and the securities registered hereby are not to be registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
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: September 15, 2008 |
A.T. CROSS COMPANY |
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By: TINA C. BENIK Tina C. Benik |
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Vice President, Legal and Human Resources |