-----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, G4lBj6Ck3DNB3Z4j7mEI/VxYKd2Vo1VAyX1vwhHk3HKTIHK4t1DZ3kDKxhKfrjyk eIySYaxtRTJ8GSUoY7qPHw== 0000898430-99-002380.txt : 19990607 0000898430-99-002380.hdr.sgml : 19990607 ACCESSION NUMBER: 0000898430-99-002380 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PANTRY INC CENTRAL INDEX KEY: 0000915862 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CONVENIENCE STORES [5412] IRS NUMBER: 561574463 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: SEC FILE NUMBER: 000-25813 FILM NUMBER: 99640717 BUSINESS ADDRESS: STREET 1: 1801 DOUGLAS DR STREET 2: PO BOX 1410 CITY: SANFORD STATE: NC ZIP: 27330 BUSINESS PHONE: 9197746700 MAIL ADDRESS: STREET 1: 1801 DOUGLAS DR STREET 2: PO BOX 1410 CITY: SANFORD STATE: NC ZIP: 27330 8-A12G/A 1 AMENDMENT NO. 1 TO FORM 8-A12G ================================================================================ FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 56-1574463 (State of incorporation or organization) (I.R.S. Employer Identification No.) P.O. Box 1410, 1801 Douglas Drive, Sanford, North Carolina 27331-1410 (Address of principal executive offices) (Zip Code) ---------------------- 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 None N/A 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), check the following box. [_] 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), check the following box. [X] Securities Act registration statement file number to which this form relates: 333-74221 (if applicable) Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.01 per share -------------------------- (Title of Class) ================================================================================ Item 1. Description of Registrant's Securities to be Registered. The information required by Item 202 of Regulation S-K is provided under the heading "DESCRIPTION OF CAPITAL STOCK" in the Registrant's Registration Statement on Form S-1, Registration No. 333-74221, as initially filed with the Securities and Exchange Commission on March 10, 1999, as amended on April 2, 1999, May 6, 1999, May 28, 1999 and June 4, 1999 and as the same may be subsequently amended (the "Registration Statement on Form S-1"). The Registration Statement on Form S-1 is hereby incorporated by reference and made a part hereof. Item 2. Exhibits. The following Exhibits are filed as part of this Registration Statement: 1. Form of Amended and Restated Certificate of Incorporation of Registrant to be effective upon cosummation of Registrant's initial public offering, incorporated by reference to Exhibit 3.3 of Amendment no. 3 to the Registration Statement on Form S-1. 2. Amended and Restated Bylaws of Registrant, incorporated by reference to Exhibit 3.4 of Amendment No. 2 to the Registration Statement on Form S-1. 3. Specimen stock certificate for the Common Stock of the Registrant. 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. THE PANTRY, INC. Dated: June 4, 1999 By: /s/ William T. Flyg ---------------------------------------------- William T. Flyg Senior Vice President and Chief Financial Officer 2. EX-99.3 2 SPECIMEN STOCK CERTIFICATE EXHIBIT 99.3 ------------------------------------------------------------------------------ COMMON STOCK COMMON STOCK ------- ------- NUMBER [THE PANTRY LOGO] SHARES ------- ------- INCORPORATED UNDER THE LAWS SEE REVERSE FOR OF THE STATE OF DELAWARE CERTAIN DEFINITIONS CUSIP 69865W 10 8 This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01, OF THE PANTRY, INC. transferable only on the books of the Corporation by the registered holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. In Witness Whereof, the Corporation has caused this certificate to be signed in facsimile by its authorized officers and its facsimile seal to be hereunto affixed. Dated: /s/ William T. Flyg [SEAL] /s/ Peter J. Sodini [APPEARS HERE] SENIOR VICE PRESIDENT, PRESIDENT AND CHIEF CHIEF FINANCIAL OFFICER EXECUTIVE OFFICER AND SECRETARY COUNTERSIGNED AND REGISTERED: FIRST UNION NATIONAL BANK (Charlotte, North Carolina) TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE ------------------------------------------------------------------------------ THE PANTRY 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....... TEN ENT -- as tenants by the entireties (Cust) (Minor) JT TEN -- as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act.......................... 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 OF ASSIGNEE) ________________________________________________________________________________ ________________________________________________________________________________ __________________________________________________________________________Shares of the common stock represented by the within certificate, and do hereby irrevocably constitute and appoint _______________________________________________________________________Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. Dated,____________________________ X_______________________________________ X_______________________________________ THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER. SIGNATURE(S) GUARANTEED:________________________________ THE SIGNATURES(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 17Ad-15. KEEP THIS CERTIFICATE IN A SAFE PLACE, IF IT IS LOST, STOLEN, OR DESTROYED, THE CORPORATION MAY REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE. -----END PRIVACY-ENHANCED MESSAGE-----