-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MnSKKxJW3gDpvcL1Svibl/WlXX85ZltAETsQE8QAC2fTlhPAPN7LfP5fJ/3xEnbY RV405DKamFGNfsjTEFnkSQ== 0000930661-99-000875.txt : 19990422 0000930661-99-000875.hdr.sgml : 19990422 ACCESSION NUMBER: 0000930661-99-000875 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TUESDAY MORNING CORP/DE CENTRAL INDEX KEY: 0000878726 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 752398532 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: SEC FILE NUMBER: 000-19658 FILM NUMBER: 99598122 BUSINESS ADDRESS: STREET 1: 14621 INWOOD RD CITY: DALLAS STATE: TX ZIP: 75244 BUSINESS PHONE: 2143873562 8-A12G 1 FORM 8-A12G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 ----------------------------------- TUESDAY MORNING CORPORATION (Exact name of registrant as specified in its charter) Delaware 75-2398532 (State of incorporation (IRS Employer or organization) Identification Number) 14621 Inwood Road Addison, Texas 75001 (Address of principal executive office) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: None. If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A(c)(1), please check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2), please check the following box. [ ] Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, $.01 par value (Title of Class) Item 1. Description of Registrant's Securities to be Registered. ------------------------------------------------------- For a description of the Registrant's Common Stock, $.01 par value, see "Description of Capital Stock" contained in the Prospectus which forms a part of the Registrant's Registration Statement on Form S-1, Registration No. 333-74365, originally filed with the Securities and Exchange Commission on March 12, 1999 under the Securities Act of 1933, as amended, including all amendments to such Registration Statement. Such description in the Registration Statement and in the final form of Prospectus to be filed pursuant to Rule 424(b) is incorporated herein by this reference. Item 2. Exhibits. -------- 1.1 - Specimen Common Stock Certificate (filed herewith) 3.1 - Certificate of Incorporation of the Company (1) 3.2 - Certificate of Designation of the Company (1) 3.3 - Certificate of Amendment to Certificate of Incorporation (2) 3.4 - By-Laws of the Company (1) - -------------------- (1) Filed as an exhibit to the Registration Statement on Form S-4 (File No. 333-46017) and incorporated herein by reference. (2) Filed as an exhibit to the Registration Statement on Form S-1 (File No. 333-74365) and incorporated herein by reference. 2 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. TUESDAY MORNING CORPORATION By: /s/ Duane A. Huesers ------------------------------------ Duane A. Huesers Vice President Date: April 21, 1999 3 INDEX OF EXHIBITS No. Description --- ----------- 1.1 Specimen Common Stock Certificate ( filed herewith) 3.1 - Certificate of Incorporation of the Company (1) 3.2 - Certificate of Designation of the Company (1) 3.3 - Certificate of Amendment to Certificate of Incorporation (2) 3.4 - By-Laws of the Company (1) - -------------------- (1) Filed as an exhibit to the Registration Statement on Form S-4 (File No. 333-46017) and incorporated herein by reference. (2) Filed as an exhibit to the Registration Statement on Form S-1 (File No. 333-74365) and incorporated herein by reference. 4 EX-1.1 2 SPECIMEN COMMON STOCK CERTIFICATE EXHIBIT 1.1 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE -------- -------- | NUMBER | [LOGO OF TUESDAY MORNING APPEARS HERE] | SHARES | | | | | -------- -------- THIS CERTIFICATE IS TRANSFERABLE IN CUSIP 899035 50 5 NEW YORK, N.Y. OR HEDGEFIELD PARK, N.J. SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT is the owner of FULLY PAID AND NON-ASSESSABLE SHARES, OF THE PAR VALUE OF ONE CENT ($0.01), OF THE COMMON STOCK OF TUESDAY MORNING CORPORATION [CERTIFICATE OF STOCK APPEARS OVER PARAGRAPH BELOW] transferable on the books of the Corporation by the holder, hereof in person, or by duly authorized Attorney, upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrant. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated [STOCK COUNTERSIGNED AND REGISTERED /s/ Jerry M. Smith CERTIFICATE ChaseMellon Shareholder Services L.L.C. President SEAL TRANSFER AGENT AND REGISTRAR APPEARS /s/ Mark E. Jarvis HERE] BY Senior Vice President AUTHORIZED SIGNATURE
[LOGO OF TUESDAY MORNING APPEARS HERE] The Company will furnish upon request and without charge to each stockholder the powers, designations, preferences and relative, participating, optional and other special rights of each class of stock and series within a class of stock of the Company, as well as the qualifications, limitations and restrictions relating to those preferences and/or rights. A stockholder may make the request to the Company or to its Transfer Agent and Registrar. The following abbreviations when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -as tenants in common UNIF GIFT MIN ACT- ........Custodian........ (Cust) (Minor) TEN ENT -as tenants by the entireties under Uniform Gifts to Minors JT TEN -as joint tenants with right of survivorship and not as Act...................... tenants in common (State)
Additional abbreviations may also be used though not in the above list For value received, ______________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - -------------------------------------- | - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Please print or typewrite name and address, including postal zip code of assignee. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------- Shares of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint - -------------------------------------------------------------------------------- Attorney to transfer the said shares on the books of the within-named Corporation with full power of substitution in the premises. Dated:_______________________ NOTICE: THE SIGNATURE(S) TO THIS X_______________________________________ ASSIGNMENT MUST CORRES- (SIGNATURE) POND WITH THE NAMES(S) AS WRITTEN ON THE FACE OF THE CERTIFICATE IN EVERY X_______________________________________ PARTICULAR WITHOUT ALTER- (SIGNATURE) ATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. ---------------------------------------- | THE SIGNATURE(S) SHOULD BE GUARANTEED | | BY AN ELIGIBLE GUARANTOR INSTITUTION | | (BANKS, STOCKBROKERS, SAVINGS AND LOAN | | ASSOCIATIONS AND CREDIT UNIONS WITH | | MEMBERSHIP IN AN APPROVED SIGNATURE | | GUARANTEE MEDALLION PROGRAM), PURSUANT | | TO S.E.C. RULE 17Ac-15. | ---------------------------------------- | SIGNATURE(S) GUARANTEED BY: | | | | | | | | | | | | | | | | | ---------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----