8-A12B: Registration of securities [Section 12(b)]
Published on
As filed with the Securities and Exchange Commission on October 1, 2001
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
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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PRUDENTIAL FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-3703799
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
751 Broad Street, Newark, New Jersey 07102
(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), 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:
333-58524
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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Common Stock, par value $.01 per share New York Stock Exchange, Inc.
Shareholder Protection Rights New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
A description of the Common Stock, par value $.01 per share (the "Common
Stock"), and the Shareholder Protection Rights (the "Rights" and together with
the Common Stock, the "Securities") of Prudential Financial, Inc. (the
"Registrant") will be contained in a prospectus, constituting part of the
Registrant's Registration Statement on Form S-1 (File No. 333-58524) (the
"Registration Statement") relating to the Securities, to be filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (such prospectus as
filed pursuant to Rule 424(b), the "Prospectus"). The description of the
Securities contained in the Prospectus is hereby incorporated by reference into
this Form 8-A. Copies of such description will be filed with the New York Stock
Exchange, Inc.
Item 2. Exhibits.
Exhibit No Description
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(1) Form of Amended and Restated Certificate of Incorporation of
the Registrant (incorporated herein by reference to Exhibit
3.1 of the Registration Statement).
(2) Form of By-laws of the Registrant (incorporated herein by
reference to Exhibit 3.2 of the Registration Statement).
(3) Form of certificate for the Common Stock (incorporated
herein by reference to Exhibit 4.1 of the Registration
Statement).
(4) Shareholders' Rights Plan (incorporated herein by reference
to Exhibit 4.2 of the Registration Statement).
SIGNATURE
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, thereto duly authorized.
PRUDENTIAL FINANCIAL, INC.
By: /s/ C. Edward Chaplin
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Name: C. Edward Chaplin
Title: Senior Vice President
and Treasurer
Date: October 1, 2001