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
 
 
CARMAX, INC.
(Exact name of registrant as specified in its charter)
 
                      VIRGINIA                       
    
                54-1821055                
(State of incorporation or organization)
    
(I.R.S. Employer Identification No.)
      4900 Cox Road, Glen Allen, Virginia      
    
    23060    
(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: 333-85240
 
Securities to be registered pursuant to Section 12(b) of the Act:
 
Title of each class to
be so registered
 
Name of each exchange on which
each class is to be registered
Common Stock, par value $0.50 per share
 
New York Stock Exchange
Rights to purchase CarMax, Inc. Preferred Stock, Series A
 
New York Stock Exchange
 
Securities to be registered pursuant to Section 12(g) of the Act:
 
None
(Title of class)

 
Information required in registration statement
 
Item 1. Description of Registrant’s Securities to be Registered.
 
A description of the Common Stock, par value $0.50 per share, of the Registrant, and the associated Rights to purchase CarMax, Inc. Preferred Stock, Series A, which will trade together with the Common Stock until the occurrence of certain events, is set forth under “Description of CarMax, Inc. Capital Stock after the Separation” in Amendment No. 5 to CarMax, Inc.’s Registration Statement on Form S-4 (File No. 333-85240), filed with the Securities and Exchange Commission on August 5, 2002, and as may be further amended, which description is incorporated herein by reference.
 
Item 2. Exhibits.
 
Exhibit Number
  
Description
1
  
Form of CarMax, Inc. Amended and Restated Articles of Incorporation, to be effective upon completion of the separation, filed as Exhibit 3.1 to the Registrant’s Registration Statement on Form S-4/A filed May 14, 2002 (File No. 333-85240), is incorporated herein by this reference.
2
  
Form of CarMax, Inc. Bylaws, to be effective upon completion of the separation, filed as Exhibit 3.2 to the Registrant’s Registration Statement on Form S-4/A filed May 14, 2002 (File No. 333-85240), is incorporated herein by this reference.
3
  
Rights Agreement, dated May 21, 2002, between the Company and Wells Fargo Bank Minnesota, N.A., as Rights Agent filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-4/A filed June 6, 2002 (File No. 333-85240), is incorporated herein by this reference.

2

 
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.
 
Date: August 7, 2002
 
 
C ARMAX , I NC .
By:
 
/s/    K EITH D. B ROWNING        
   
Keith D. Browning
Executive Vice President and
Chief Financial Officer