Securities Registration (section 12(b)) (8-a12b)
October 09 2018 - 9:12AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_________________________
FORM 8-A/A-1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CAL-MAINE FOODS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
64-0500378
(State of Incorporation or Organization) (IRS Employer Identification No.)
3320 Woodrow Wilson Avenue
Jackson, Mississippi
39209
(Address of Principal Executive Offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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Title of Each Class
to be so Registered
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Name of Each Exchange
on Which Each Class is to be Registered
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Common Stock, par value $0.01 per share
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The 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) or (e), 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), 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: 333-227742 (if applicable)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None.
EXPLANATORY NOTE
Cal-Maine Foods, Inc., a Delaware corporation (the "Company"), hereby amends and restates its Registration Statement on Form 8-A (File No. 000-04892), originally filed with the Securities and Exchange Commission on October 28, 1996, to update its description of securities and exhibits.
Item 1. Description of Registrant’s Securities to be Registered.
On October 9, 2018, the Company filed a Form S-3 Registration Statement No. 333-227742 under the Securities Act of 1933, as amended, relating to shares of its Common Stock, par value $0.01 per share (the "Common Stock"), the Prospectus of which includes a description of the Common Stock under the caption "Description of Capital Stock." This description is incorporated herein by reference. The Common Stock is registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended, as the Common Stock is and has been listed for trading on The NASDAQ Stock Market LLC since December 1996.
Item 2. Exhibits.
The following documents are filed herewith or incorporated herein by reference.
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Exhibit
Number
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Description of Document
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4.1
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4.2
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4.3
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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.
CAL-MAINE FOODS, INC.
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Date: October 9, 2018
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By:
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/s/ Max P. Bowman
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Vice President, Chief Financial Officer, Treasurer
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and Secretary
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SIGNATURE PAGE TO FORM 8-A/A-1 RE CALM COMMON STOCK
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