Amended Securities Registration (section 12(b)) (8-a12b/a)
April 09 2021 - 5:14PM
Edgar (US Regulatory)
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
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62-0812904
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(State or other Jurisdiction
of Incorporation)
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(IRS. Employer
Identification No.)
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305 Hartmann Drive
Lebanon, Tennessee
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37087-4779
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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:
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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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Preferred Stock Purchase Rights
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Nasdaq Global Stock Market
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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), 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, 2018.
Item 1. Description of
Registrant’s Securities to be Registered.
Item 1 is hereby amended
and supplemented as follows:
On April 9, 2021, the “Final
Expiration Date” occurred under the Rights Agreement dated as of April 9, 2018, by and between the Registrant and American Stock
Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agreement”). As a result, the Rights Agreement and the Rights
issued thereunder expired by their own terms and each share of common stock, par value $0.01 per share, of the Registrant is no longer
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. Shareholders of the Registrant were not entitled to any payment as a result of the occurrence of the Final Expiration
Date and the expiration of the Rights.
Item 2. Exhibits.
Exhibit
Number
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Description
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4.1
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Rights Agreement, dated as of April 9, 2018, between Cracker Barrel Old Country Store, Inc. and American Stock Transfer & Trust Company, LLC, which includes the Articles of Amendment to the Amended and Restated Charter as Exhibit A, the form of Right Certificate as Exhibit B, and the Summary of Rights to Purchase Preferred Shares as Exhibit C (Incorporated by reference to Exhibit 4.1 to Cracker Barrel Old Country Store, Inc.’s Form 8-K filed on April 9, 2018).
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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.
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Cracker Barrel Old Country Store, Inc.
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Date: April 9, 2021
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By:
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/s/ Richard M. Wolfson
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Name:
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Richard M. Wolfson
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Title:
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Senior Vice President, General Counsel and Corporate Secretary
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