UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 8-A/A-2
______________
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR
(g) OF THE SECURITIES EXCHANGE ACT OF 1934
CAL-MAINE FOODS, INC.
(Exact name of registrant as specified in its charter)
Delaware
64-0500378
(State or other jurisdiction of incorporation)
(I.R.S. Employer Identification No.)
1052 Highland Colony Pkwy, Suite 200
Ridgeland, Mississippi
Monroe,
39157
(Address of principal executive offices)
(Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be registered
Common Stock, par value $0.01 per share
Name of each exchange on which each
class is to be registered
The NASDAQ Stock Market
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) or (e), 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) or (e), check the following box. [ ]
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the
following box. [ ]
Securities Act registration statement or Regulation A offering statement file number to which this form relates (if
applicable): N/A
Securities to be registered pursuant to Section 12(g) of the Act: None.
EXPLANATORY NOTE
Cal-Maine Foods, Inc., a Delaware corporation (the “Company”), hereby amends and restates its Registration Statement on Form
8-A/A-1 (File No. 001-38695), filed with the Securities and Exchange Commission on October 9, 2018, to update its description
of securities and exhibits.
Item 1. Description of Registrant’s Securities to be Registered.
The description of the common stock, par value $0.01 per share (the “Common Stock”) of the Company is included under the
section titled “
” contained in the definitive Information Statement on Schedule 14C filed by the
Company with the U.S. Securities and Exchange Commission on March 7, 2025, which is incorporated herein by reference. The
Common Stock is registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended, as the Common
Stock is and has been listed for trading on The NASDAQ Stock Market since December 1996.
The description of the Common Stock is qualified in its entirety by reference to the full text of the Company’s Third Amended
and Restated Certificate of Incorporation and the Company’s Amended and Restated Bylaws, which are filed as Exhibits 4.1 and
4.2 hereto and incorporated herein by reference.
Item 2.
Exhibits.
The documents listed below are filed as exhibits to this Registration Statement:
EXHIBIT INDEX
Exhibit No.
Description
4.3
Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 of the Registrant’s Registration
Statement on Form S-1 filed on October 25, 1996, Registration No. 333-14809)
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements for the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
CAL-MAINE FOODS, INC.
Date:
March 27, 2025
By:
/s/ Max P. Bowman
Max P. Bowman
Director, Vice President, and Chief Financial Officer