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 Sonic Automotive, Inc. (Exact name of registrant as specified in its charter) Delaware 56-2010790 (State of incorporation or organization) (I.R.S. Employer Identification No.) 5401 East Independence Boulevard P.O. Box 18747 Charlotte, North Carolina 28218 (Address of principal executive offices) (zip code) If this form relates to the registration If this form relates to the of a class of debt securities and is registration of a class of debt effective upon filing pursuant to General securities and is to become Instruction A(c)(1) please check the effective simultaneously with the following box ____ effectiveness of a concurrent registration 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, par value $.01 New York Stock Exchange, Inc. Securities to be registered pursuant to Section 12(g) of the Act: None --------------------- (Title of class) Item 1. Description of Registrant's Securities to be Registered A description of the Registrant's Class A Common Stock is set forth under the caption "Description of Capital Stock" in the Registrant's Preliminary Prospectus dated August 8, 1997 in the form first filed pursuant to Rule 430 of the rules and regulations promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended, on August 8, 1997 (the "Preliminary Prospectus"), which is incorporated herein by reference. The Preliminary Prospectus forms a part of the Registrant's Registration Statement on Form S-1 (No. 333-33295) filed with the Commission on August 8, 1997. Item 2. Exhibits. Pursuant to Instruction II, the following exhibits will be filed with the New York Stock Exchange, Inc. but not with the Securities and Exchange Commission as part of this registration statement on Form 8-A. 1.1 Registration Statement on Form S-1 (Registration No. 333-33295) of Sonic Automotive, Inc. (the "Registration Statement"), as filed with the Securities and Exchange Commission on August 8, 1997. 1.2 Amendment No. 1 to the Registration Statement, as filed with the Securities and Exchange Commission on August 29, 1997. 2. Not applicable. 3. Not applicable. 4.1 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registration Statement). 4.2 Bylaws (incorporated by reference to Exhibit 3.2 to the Registration Statement). 5. Specimen of the Registrant's Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement). 6. Not applicable. 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: September 19, 1997 SONIC AUTOMOTIVE, INC. By: /s/ Theodore M. Wright Theodore M. Wright Chief Financial Officer