UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-A/A AMENDMENT NO. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 Ryan's Restaurant Group, Inc. ---------------------------------- (Exact Name of Registrant as Specified in Its Charter) South Carolina 57-0657895 --------------------------- -------------------------- (State or Other Jurisdiction (IRS Employer Identification No.) of Incorporation) 405 Lancaster Avenue (29650) Post Office Box 100 Greer, SC 29652 (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. [ ] If this form related 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: _______________ (if applicable) 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 ---------------------------------- ------------------------------------- None None ---------------------------------- ------------------------------------- Securities to be registered pursuant to Section 12(g) of the Act: Common Stock Purchase Rights (pursuant to Shareholder Rights Agreement dated as of February 18, 2005) -------------------------------------------------------------------------------- (Title of Class) EXPLANATORY NOTE This is Amendment No. 1 to the Form 8-A filed by the registrant with the Securities and Exchange Commission on February 18, 2005. This amendment is being filed to replace the Exhibit 4.1 that was originally filed. Item 2. Exhibits 4.1 Shareholder Rights Agreement dated as of February 18, 2005 between Ryan's Restaurant Group, Inc. and American Stock Transfer & Trust Company, as Rights Agent, which includes, as Exhibit A, the Form of Rights Certificate; and as Exhibit B, the Summary of Rights to Purchase Common Stock. 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, thereto duly authorized. RYAN'S RESTAURANT GROUP, INC. Date: February 22, 2005 By: /s/ Janet J. Gleitz --------------------------------------------- Name: Janet J. Gleitz Title: Secretary EXHIBIT INDEX Exhibit Number Description of Exhibit 4.1 Shareholder Rights Agreement dated as of February 18, 2005 between Ryan's Restaurant Group, Inc. and American Stock Transfer & Trust Company, as Rights Agent, which includes, as Exhibit A, the Form of Rights Certificate; and as Exhibit B, the Summary of Rights to Purchase Common Stock.