FORM 8-A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CARTER'S, INC. (Exact name of registrant as specified in its charter) DELAWARE 13-3912933 (State of incorporation or organization) (I.R.S. Employer Identification No.) THE PROSCENIUM 1170 PEACHTREE STREET NE, SUITE 900 ATLANTA, GEORGIA 30309 (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 COMMON STOCK, $0.01 PAR VALUE NEW YORK STOCK EXCHANGE - ----------------------------- ------------------------------- - ----------------------------- ------------------------------- 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 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: 333-98679 Securities to be registered pursuant to Section 12(g) of the Act: N/A INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Description of the Common Stock, par value $.01 per share, of the Registrant is contained in the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 10, 2003 (File Number: 333-98679) under the caption "Description of Capital Stock," and is incorporated herein by reference. ITEM 2. EXHIBITS List below all exhibits filed as a part of the registration statement: - -------------------------------------------------------------------------------- 1. Certificate of Incorporation of Carter's, Inc.* 2. By-laws of Carter's, Inc.** 3. Specimen Certificate of Common Stock for Carter's, Inc.*** * Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 of the Registrant filed with the Securities and Exchange Commission on October 10, 2003 (File Number: 333-98679). ** Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 of the Registrant filed with the Securities and Exchange Commission on October 10, 2003 (File Number: 333-98679). *** Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 of the Registrant filed with the Securities and Exchange Commission on October 10, 2003 (File Number: 333-98679). 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 of the undersigned, thereto duly authorized. Registrant: CARTER'S, INC. Date: OCTOBER 17, 2003 By: /s/ MICHAEL D. CASEY --------------------------- Michael D. Casey Executive Vice President, Chief Financial Officer, and Secretary