UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM 8-A/A
AMENDMENT NO. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HARTMARX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-3217140
(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
101 North Wacker Drive
Chicago, Illinois 60606
(Address of Principal Executive Offices) (Zip Code)
________________
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [ X ] box. [ ]
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
------------------- ------------------------------
Preferred Stock Purchase Rights New York Stock Exchange
Chicago Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
Item 1. Description of Registrant's Securities to Be Registered.
This Amendment No. 2 amends the Registration Statement on Form 8-A,
dated January 23, 1996 (the "Original Registration Statement") as amended and
restated by the Registration Statement on Form 8-A/A, dated January May 2,
2000 (the "Amended Registration Statement," and together with the Original
Registration Statement, the "Registration Statement"). The Registration
Statement was filed by Hartmarx Corporation (the "Registrant") with respect to
the rights (the "Rights") issued pursuant to the Amended and Restated Rights
Agreement, dated as of April 13, 2000, by and between the Registrant and
EquiServe Trust Company, N.A., as rights agent, as amended (the "Rights
Agreement"). The Amended Registration Statement is incorporated herein by
reference.
On September 25, 2003, the Board of Directors of the Registrant
approved the Second Amendment to the Amended and Restated Rights Agreement,
dated as of September 25, 2003, by and between the Registrant and the Rights
Agent (the "Amendment"). The Amendment is filed as Exhibit 3 to this
Registration Statement.
The Amendment amended the Rights Agreement to provide that the Rights
expire at the earliest of (i) the close of business on January 31, 2006, (ii)
the time at which the Rights are redeemed in accordance with the terms of the
Rights Agreement or (iii) the close of business on the first Trading Day (as
defined in the Rights Agreement) after the closing price of the Common Stock
(as defined in the Rights Agreement) as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange or, if the shares of Common Stock are
not listed or admitted to trading on the New York Stock Exchange, as reported
in the principal consolidated transaction reporting system with respect to
securities listed on the principal national securities exchange on which the
shares of Common Stock are listed or admitted to trading exceeded the Book
Value per Share (as defined below) for 60 consecutive calendar days. The term
"Book Value per Share" means on any date the total shareholders' equity of the
Company as reported in the Company's most recent periodic report filed with
the United States Securities and Exchange Commission divided by the total
number of shares of Common Stock issued and outstanding stated in such report.
The foregoing summary description of the Amendment does not purport
to be complete and is qualified in its entirety by reference to the exhibits
to this Registration Statement which are incorporated herein by reference.
Item 2. Exhibits.
1. Amended and Restated Rights Agreement, dated as of April 13, 2000, by
and between the Registrant and First Chicago Trust Company of New
York, as Rights Agent, which includes as Exhibit A the Certificate of
Designation, Preferences and Rights of Series A Junior Participating
Preferred Stock and as Exhibit B the form of Rights Certificate
(incorporated herein by reference to Exhibit 4.1 to the Registrant's
Form 8-A/A filed May 2, 2000).
2. First Amendment to Amended and Restated Rights Agreement dated as of
December 6, 2001 between the Registrant and First Chicago Trust
Company of New York, as Rights Agent (incorporated herein by
reference to Exhibit 4-A-1 to the Registrant's Annual Report on Form
10-K for the year ended November 30, 2001).
3. Second Amendment to Amended and Restated Rights Agreement, dated as
of September 25, 2003, by and between the Registrant and EquiServe
Trust Company, N.A., as Rights Agent (incorporated herein by
reference to Exhibit 4.1 to the Registrant's Current Report on Form
8-K filed October 2, 2003).
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.
HARTMARX CORPORATION
By: /s/ Taras R. Proczko
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Taras R. Proczko
Senior Vice President
Date: October 2, 2003