FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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NATIONAL AUTO CREDIT, INC.
(Exact name of registrant as specified in its charter)
Delaware 34-1816760
(State of incorporation or organization) (IRS Employer Identification No.)
555 Madison Avenue, 29th Floor, New York, New York 10022
(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
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None
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:
Not applicable.
Securities to be registered pursuant to Section 12(g) of the Act:
Stock Purchase Rights
Item 1. Description of Registrant's Securities to be Registered.
On September 26, 2001, the Board of Directors of National Auto
Credit, Inc. (the "Company") declared a dividend distribution of one Right for
each outstanding share of Common Stock to stockholders of record at the close of
business on October 8, 2001 (the "Record Date"). Each Right entitles the
registered holder to purchase from the Company a unit consisting of one
one-hundredth of a share (a "Unit") of Series D Junior Participating Preferred
Stock, par value $.05 per share (the "Series D Preferred Stock") at a Purchase
Price of $5.00 per Unit, subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement") between the
Company and American Stock Transfer& Trust Company, as Rights Agent.
The Rights Agreement (including all exhibits thereto) is listed as
Exhibit 4.1 below and is hereby incorporated herein by reference. The
description of the Rights contained in the Company's Current Report on Form 8-K
dated October 9, 2001 is hereby incorporated by reference herein. Such
description of the Rights is qualified in its entirety by reference to the
Rights Plan and such exhibits thereto.
Item 2. Exhibits.
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Exhibit No. Description
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4.1 Rights Agreement, dated as of September 26, 2001, between the
Company and American Stock Transfer & Trust Company, which
includes the form of Certificate of Designation for the Series
D Junior Participating Preferred Stock as Exhibit "A", the
form of Rights Certificate as Exhibit "B" and the Summary of
Rights to Purchase Preferred Stock as Exhibit "C"
(concurrently filed as Exhibit 4.1 to the Company's Current
Report on Form 8-K, dated October 9, 2001, and incorporated
herein by reference).
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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, thereunto duly authorized.
NATIONAL AUTO CREDIT, INC.
By: /s/ James J. McNamara
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Name: James J. McNamara
Title: Chief Executive Officer
Date: October 9, 2001
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Rights Agreement, dated as of September 26, 2001, between the
Company and American Stock Transfer & Trust Company, which
includes the form of Certificate of Designation for the
Series D Junior Participating Preferred Stock as Exhibit "A",
the form of Rights Certificate as Exhibit "B" and the
Summary of Rights to Purchase Preferred Stock as Exhibit "C"
(concurrently filed as Exhibit 4.1 to the Company's Current
Report on Form 8-K, dated October 9, 2001, and incorporated
herein by reference).