FORM 8-A

As filed with the Securities and Exchange Commission on October 30, 2014

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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

 

 

Sears Holdings Corporation

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   20-1920798

(State or Other Jurisdiction

of Incorporation)

  

(IRS Employer

Identification No.)

3333 Beverly Road

Hoffman Estates, Illinois

   60179
(Address of Principal Executive Offices)   (Zip Code)

 

 

 

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), please 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), please check the following box.  ¨
Securities Act registration statement file number to which this form relates:    Not Applicable
   (If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:   

 

Title of each Class

to be so Registered

   

Name of Each Exchange on Which

Each Class is to be Registered

Rights to purchase Units consisting of

Senior Notes and Warrants

    The NASDAQ Stock Market LLC
Warrants to Purchase Common Stock    The NASDAQ Stock Market LLC

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.

The securities to be registered hereby are (i) transferable subscription rights (the “Rights”) of Sears Holdings Corporation (the “Company”), to purchase up to 1,250,000 units, each consisting of (a) a 8% senior note due 2019 in the principal amount of $500 (“Notes”) and (b) 17.5994 warrants (“Warrants”), each of which entitles the holder thereof to purchase a common share, $0.01 par value, of the Company, and (ii) Warrants.

A description of the Rights is set forth under (i) the section captioned “Description of Rights” in the registrant’s prospectus, dated October 20, 2014 (the “Base Prospectus”), which relates to the registrant’s registration statement on Form S-3 (No. 333-199475), as amended on the date hereof (the “Registration Statement”), as supplemented by (ii) the section captioned “The Rights Offering” in the registrant’s prospectus supplement, dated October 30, 2014 (the “Prospectus Supplement”), to the Base Prospectus, and (iii) the Form of Rights Certificate included as Exhibit 4.1 to the Company’s Post-Effective Amendment No. 1 to the Registration Statement, filed on October 30, 2014 (the “Post-Effective Amendment”), each of which is hereby incorporated by reference into this registration statement.

A description of the Warrants is set forth under (i) the section captioned “Description of Warrants” in the Base Prospectus, as supplemented by (ii) the section captioned “Description of the Warrants” in the Prospectus Supplement, and (iii) the Form of Warrant Agreement included as Exhibit 4.4 to the Post-Effective Amendment, each of which is hereby incorporated by reference into this registration statement.

 

Item 2: Exhibits.

The registrant hereby incorporates by reference the following exhibits:

 

Exhibit No.

   

Description

4.1    Form of Rights Certificate (incorporated by reference to Exhibit 4.1. to the registrant’s Registration Statement on Form S-3, as post-effectively amended on October 30, 2014)
4.4    Form of Warrant Agreement between Sears Holdings Corporation and Computershare Inc. and Computershare Trust Company, N.A., as warrant agent (including form of warrant certificate) (incorporated by reference to Exhibit 4.4 to the registrant’s Registration Statement on Form S-3, as post-effectively amended on October 30, 2014)

 

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    SEARS HOLDINGS CORPORATION
Date: October 30, 2014     By:  

           /s/ Robert A. Riecker

      Name:   Robert A. Riecker
      Title:   Vice President, Controller and Chief Accounting Officer

 

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