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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A NO. 2
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934
TOO, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 31-1333930
(State of incorporation or organization) (I.R.S. Employer Identification No.)
8323 WALTON PARKWAY
NEW ALBANY, OHIO 43054
(Address of principal executive offices)
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
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Preferred Stock Purchase Rights New York Stock Exchange
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. [x]
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. [ ]
Securities Act registration statement file number to which this form relates:
Not applicable
Securities to be registered pursuant to Section 12(g) of the Act: None
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Reference is made to the Registration Statement on Form 8-A filed with the
Securities and Exchange Commission by Too, Inc. (the "Company") on August 27,
2001, as amended on Form 8-A/A No. 1 on September 28, 2001 (the "Original Form
8-A"), relating to the Preferred Stock Purchase Rights distributed to the
stockholders of the Company in connection with the Rights Agreement, dated
August 14, 2001 (the "Rights Agreement"), between the Company and EquiServe
Trust Company, N.A. The Original Form 8-A is hereby incorporated by reference
herein.
On November 11, 2003, the Board of Directors of the Company approved the
Agreement of Substitution and Amendment of Rights Agreement, dated as of
November 11, 2003, to be effective as of October 20, 2003 (the "Amendment"). A
complete copy of the Amendment is attached hereto as Exhibit 4.2 and is
incorporated herein by reference.
ITEM 2. EXHIBITS
4.1 Rights Agreement dated as of August 14, 2001, by and between the
Company and EquiServe Trust Company, N.A., as Rights Agent, and
which includes as Exhibit A thereto the form of Certificate of
Designations of Series A Junior Participating Cumulative Preferred
Stock, as Exhibit B thereto the form of Right Certificate and as
Exhibit C thereto the Summary of Rights, previously filed as
Exhibit 4.1 to the Registration Statement on Form 8-A (file number
001-14987), filed on August 27, 2001, and incorporated herein by
reference.
4.2 Agreement of Substitution and Amendment of Rights Agreement, dated
as of November 11, 2003, to be effective as of October 20, 2003,
between the Company and American Stock Transfer & Trust Company, a
New York banking corporation, as Rights Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the registrant has duly caused this Amendment No. 2 to registration
statement to be signed by on its behalf by the undersigned, thereto duly
authorized.
TOO, INC.
Date: December 17, 2003 By: /s/ Kent A. Kleeberger
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Kent A. Kleeberger, Executive
Vice President, Chief Operating
Officer, Chief Financial
Officer, Treasurer and
Secretary
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
4.1 Rights Agreement dated as of August 14, 2001, by and between the
Company and EquiServe Trust Company, N.A., as Rights Agent, and
which includes as Exhibit A thereto the form of Certificate of
Designations of Series A Junior Participating Cumulative Preferred
Stock, as Exhibit B thereto the form of Right Certificate and as
Exhibit C thereto the Summary of Rights, previously filed as
Exhibit 4.1 to the Registration Statement on Form 8-A (file number
001-14987), filed on August 27, 2001, and incorporated herein by
reference.
4.2 Agreement of Substitution and Amendment of Rights Agreement, dated
as of November 11, 2003, to be effective as of October 20, 2003,
between the Company and American Stock Transfer & Trust Company, a
New York banking corporation, as Rights Agent.