1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Polo Ralph Lauren Corporation --------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 13-2622036 - ---------------------------------------- --------------------------------- (State of incorporation (I.R.S. Employer or organization) Identification No.) 650 Madison Avenue, New York, New York 10022 - ---------------------------------------- --------------------------------- (Address of principal executive offices) (Zip Code) If this form relates to the If this Form relates to the registration of a class of registration of a class of debt securities and is debt securities and is to effective upon filing become effective simultaneously pursuant to General Instruction with the effectiveness of a A(c)(1) please check the concurrent registration following box. [ ] statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box. [ ] 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 --------------------- ------------------------------ Class A Common Stock, New York Stock Exchange $0.01 Par Value SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Not Applicable (Title of Class) 2 2 INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. For description of the Class A Common Stock, par value $0.01 per share, of Polo Ralph Lauren Corporation (the "Company"), see "Description of Capital Stock" in the Company's Registration Statement on Form S-1 (No. 333-24733) filed with the Securities and Exchange Commission, which information is hereby incorporated herein by reference. Item 2. Exhibits. The following exhibits have been or will be filed with the New York Stock Exchange, Inc. as part of the Company's Listing Application:
1. Registration Statement on Form S-1 (Registration No. 333-24733). 2. Amended and Restated Certificate of Incorporation of the Company. 3. Amended and Restated Bylaws of the Company. 4. Form of Stock Certificate of the Class A Common Stock of the Company. 3 3 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. Dated: June 4, 1997 POLO RALPH LAUREN CORPORATION -------------------------------------- (Registrant) By: /s/ Victor Cohen ---------------------------------- Name: Victor Cohen Title: Senior Vice President, General Counsel & Secretary