8-A12G 1 g76654e8va12g.txt KIRKLAND'S, INC. 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 KIRKLAND'S, INC. (Exact name of registrant as specified in charter) TENNESSEE 62-1287151 (State of incorporation or organization) (I.R.S. Employer Identification no.) 805 N. PARKWAY JACKSON, TENNESSEE 38305 (Address of Principal Executive Offices) (Zip Code) If this form relates to the registration of a class If this form relates to the registration of a class of securities pursuant to Section 12(b) of the of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [ ] Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form relates: 333-86746 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 ------------------- ------------------------------ NOT APPLICABLE NOT APPLICABLE
Securities to be registered pursuant to Section 12(g) of the Act: COMMON STOCK, NO PAR VALUE (Title of Class) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Kirkland's, Inc. is registering shares of common stock, no par value, pursuant to a registration statement on Form S-1, File No. 333-86746, that was originally filed with the Securities and Exchange Commission on April 23, 2002 (as subsequently amended, the "Registration Statement"). The description of the common stock set forth in the section entitled "Description of Capital Stock" in the prospectus forming a part of the Registration Statement, including any prospectus relating thereto filed subsequently pursuant to Rule 424 of the Securities Act of 1933, as amended, is hereby deemed to be incorporated by reference into this registration statement in accordance with the Instruction to Item 1 of this Form. ITEM 2. EXHIBITS. *1. Amended and Restated Charter of Kirkland's, Inc. (Incorporated by Reference to Exhibit 3.1 of the Registration Statement) *2. Form of Amended and Restated Charter of Kirkland's, Inc. (Incorporated by Reference to Exhibit 3.2 of the Registration Statement) *3. Bylaws of Kirkland's (Incorporated by Reference to Exhibit 3.3. of the Registration Statement) *4. Form of Amended and Restated Bylaws of Kirkland's (Incorporated by Reference to Exhibit 3.4 of the Registration Statement) *5. Form of Specimen Stock Certificate (Incorporated by Reference to Exhibit 4.1 of the Registration Statement) 6. Pages 77-81 of the Prospectus included in Amendment No. 3 to the Registration Statement, as filed with the Commission on June 24, 2002, containing the section titled "Description of Capital Stock." _________________ * Incorporated by reference. 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. KIRKLAND'S, INC. INC. By: /s/ Robert E. Alderson ---------------------------------------- Name: Robert E. Alderson Title: Chief Executive Officer Date: June 24, 2002