8-A12B 1 a2063146z8-a12b.txt 8-A12B As filed with the Securities and Exchange Commission on November 9, 2001. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 WEIGHT WATCHERS INTERNATIONAL, INC. ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Virginia 11-6040273 ---------------------------------------- ------------------ (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 175 Crossways Park West, Woodbury, New York 11797-2055 63101 ------------------------------------------------------------ ------------ (Address of Principal Executive Offices) (Zip Code) If this form relates to the registration If this form relates to the of a class of securities pursuant to registration of a class of Section 12(b)of the Exchange Act and securities pursuant to is effective pursuant to General Exchange sections 12(g) of the Exchange Act and is effective pursuant to General Act and is effective pursuant to Instruction A.(c), please check the General Instruction A.(d), please following box. |X| check the following box |_| Securities Act registration statement file number to which this form relates: 333-69362 ------------- (If applicable) Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ COMMON STOCK, NO PAR VALUE NEW YORK STOCK EXCHANGE PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE ------------------------------- ------------------------ Securities to be registered pursuant to Section 12(g) of the Act: NONE ------------------------------------------------------------------------------- (Title of Class) ITEM 1: DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. A description of the common stock, no par value (the "Common Stock"), and the preferred stock purchase rights issued pursuant to the Rights Agreement (the "Rights" and together with the Common Stock, the "Securities") of Weight Watchers International, Inc. (the "Registrant") will be contained in a prospectus, constituting part of the Registrant's Registration Statement on Form S-1 (File No. 333-69362) (the "Registration Statement") relating to the Securities, to be filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (such prospectus as filed pursuant to 424(b), the "Prospectus"). The description of the Securities contained in the Prospectus under the heading "Description of Capital Stock" is hereby incorporated by reference into this Form 8-A. ITEM 2: EXHIBITS. 3.1 Amended and Restated Articles of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 of the Registrant's Form S-1 Registration Statement No. 333-69362). 3.2 Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.2 of the Registrant's Form S-1 Registration Statement No. 333-69362). 4.1 Form of Rights Agreement between the Registrant and EquiServe Trust Company, N.A. (Incorporated by reference to Exhibit 4.5 of the Registrant's Form S-1 Registration Statement No. 333-69362). 4.2 Specimen of a Common Stock certificate (Incorporated by reference to Exhibit 4.6 of the Registrant's Form S-1 Registration Statement No. 333-69362). 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. WEIGHT WATCHERS INTERNATIONAL, INC. Date: November 9, 2001 By: /s/ Robert W. Hollweg ------------------------ Name: Robert W. Hollweg Title: Vice President, General Counsel and Secretary