FORM 8-A/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
KOGER EQUITY, INC.
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Florida 59-2898045
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(State of incorporation (IRS Employer
or organization) Identification No.)
433 Plaza Real, Suite 335
Boca Raton, Florida 33432
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
COMMON STOCK PURCHASE RIGHTS
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(Title of Class)
NEW YORK STOCK EXCHANGE
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Name of each exchange on which each class
is to be registered
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: N/A (if applicable)
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Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
Item 1. Description of Securities to be Registered.
On September 30, 1990, the Board of Directors (the "Board") of Koger
Equity, Inc. (the "Company") declared a dividend of one Common Stock purchase
right (a "Right") for every outstanding share of the Company's common stock, par
value $.01 per share, (the "Common Stock"). The Rights were distributed to
stockholders of record as of the close of business on October 11, 1990 (the
"Dividend Record Date"). The terms of the Rights are set forth in a Common Stock
Rights Agreement, dated as of September 30, 1990, as amended and in effect from
time to time (the "Rights Agreement"), between the Company and Wachovia Bank and
Trust Company, N.A., the initial rights agent whose successor was First Union
National Bank of North Carolina, a national association, appointed pursuant to
the First Amendment to the Rights Agreement, dated as of March 22, 1993 (the
"First Amendment") whose successor was Wells Fargo Bank Minnesota, N.A. ("Wells
Fargo" and the "Rights Agent"), formerly Norwest Bank Minnesota, National
Association, appointed pursuant to the Fifth Amendment to the Rights Agreement,
dated as of November 23, 1999 (the "Fifth Amendment"). The Sixth Amendment dated
as of August 17, 2000 (the "Sixth Amendment") was entered into between the
Company and Wells Fargo for the purpose of extending the Rights Agreement, which
would expire on September 30, 2000, for an additional 10 years through September
30, 2010. The Rights Agreement provided for the issuance of one Right for every
share of Common Stock issued and outstanding on the Dividend Record Date and for
each share of Common Stock which was or is issued after that date and prior to
the "Distribution Date" (as defined below).
Each Right entitles the holder to purchase from the Company one share
of Common Stock at a price of $50 per share, subject to adjustment. The Rights
will expire on September 30, 2010 (the "Expiration Date"), or the earlier
redemption of the Rights, and are not exercisable until the Distribution Date.
No separate Rights certificates have been issued. Until the
Distribution date (or earlier redemption or expiration of the Rights), (i) the
Rights are evidenced by the Common Stock certificates and are transferred with
and only with such Common Stock certificates, (ii) new Common Stock certificates
issued after the Dividend Record Date upon transfer or new issuance of the
Company's Common Stock contained a notation incorporating the Rights Agreement
by reference and (iii) the surrender for transfer of any of the Company's Common
Stock certificates also constitutes the transfer of the Rights associated with
the Common Stock represented by such certificate.
The Rights will separate from the Common Stock and Rights certificates
will be issued on the Distribution Date. Unless otherwise determined by a
majority of the Continuing Directors (as defined below), the Distribution Date
will occur on the earlier of (i) the fifteenth business day following the later
of the date of a public announcement that a person, including affiliates or
associates or associates of such person (an "Acquiring Person"), except as
described
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below, has acquired or obtained the right to acquire, beneficial ownership of
15% or more of the outstanding shares of Common Stock or the date on which an
executive officer of the Company has actual knowledge that an Acquiring Person
became such (the "Stock Acquisition Date") or (ii) the fifteenth business day
following commencement of a tender offer or exchange offer that would result in
any person or its affiliates and associates owning 15% or more of the Company's
outstanding Common Stock. In any event, the Board of Directors may delay the
distribution of the certificates. After the Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed to
holders of record of the Company's Common Stock as of the close of business on
the Distribution Date and such separate Rights Certificates alone will evidence
the Rights. "Continuing Director" shall mean any director of the Company who was
either (i) a Director prior to the time a Person becomes an Acquiring Person and
is not an Affiliate of such Person or (ii) nominated for his or her term of
office by a majority of the Continuing Directors in office at the time of such
nomination.
The Second Amendment, dated as of December 21, 1993, Amendment No. 3,
dated as of October 10, 1996, and the Fourth Amendment, dated as of February 27,
1997, to the Rights Agreement were entered into for the purpose of providing
limited exemptions from the operation of the Rights Agreement, as amended, for
certain institutional investors and their respective affiliates. The Seventh
Amendment, dated as of December 21, 2001, to the Rights Agreement was entered
into for the purpose of terminating the above exemptions, which were no longer
relevant.
If, at any time after the Stock Acquisition Date, the Company were
acquired in a merger or other business combination, or more than 25% of its
assets or earning power were sold, each holder of a Right would have the right
to exercise such Right and thereby receive common stock of the acquiring company
with a market value of two times the exercise price of the Right. For example,
if the exercise price is $50, the holder of each Right would be entitled to
receive $100 in market value of the acquiring company's common shares (e.g., 10
shares if the per share market value is $10) for $50. Also, in the event that
(i) any person or group or affiliated or associated persons (other than the
Company, its subsidiaries, employee benefit plans and an Exempt Person) shall
become an Acquiring Person, or (ii) an Acquiring Person engages in one of a
number of self-dealing transactions specified in the Rights Agreement, each
holder of a Right will, upon payment of the exercise price, have the right to
receive shares of the Company's Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a market value of two
times the exercise price of the Right. If the exercise price is $50, the holder
of each right would be entitled to receive $100 in market value of the Company's
common stock for $50. Following the occurrence of any of the events described in
this paragraph (as defined in the Rights Agreement, a "Common Stock Event"), any
rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person (or any affiliates,
associates or transferees of any Acquiring Person) shall immediately become null
and void.
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The Board may, at its option, at any time after any Person becomes an
Acquiring Person, exchange all or part of the then outstanding and exercisable
Rights for shares of Common Stock at an exchange ratio of one share of Common
Stock per Right, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date of declaration of the
Rights (such exchange ratio being hereinafter referred to as the "Exchange
Ratio"). The Board, however, may not effect an exchange at any time after any
person (other than the Company, any Subsidiary of the Company, any employee
benefit plan of the Company or any such Subsidiary, any entity holding Common
Stock for or pursuant to the terms of any such plan or any Exempt Person as
defined in the Rights Agreement), together with all affiliates of such Person,
becomes the beneficial owner of 50% or more of the Common Stock then
outstanding. Immediately upon the action of the Board ordering the exchange of
any Rights and without any further action and without any notice, the right to
exercise such Rights will terminate and the only right thereafter of a holder of
such Rights will be to receive that number of shares of Common Stock equal to
the number of such Rights held by the holder multiplied by the Exchange Ratio.
The exercise price of the Rights, and the number of whole or fractional
shares of the Common Stock or other securities or property issuable upon
exercise of the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a subdivision, combination
or reclassification of, the Common Stock, (ii) upon the grant to holders of the
Common Stock of certain rights or warrants to subscribe for shares of the Common
Stock or convertible securities at less than the current market price of the
Common Stock of evidences of indebtedness or assets (excluding cash dividends
paid out of the earnings or retained earnings of the Company and certain other
distributions) or of subscription rights or warrants (other than those referred
to above).
With certain exceptions, no adjustments in the exercise price of the
Rights will be required until cumulative adjustments equal at least 1% in such
price. The Company is not obligated to issue fractional shares of any securities
upon the exercise of the Rights and, in lieu thereof, at the election of the
Company, an adjustment in cash may be made based on the market price of such
securities on the last trading date prior to the date of exercise.
At any time prior to the Expiration Date, the Company, by a majority
vote of the Continuing Directors then in office, may redeem the Rights at a
redemption price of $.01 per Right (the "Redemption Price"), as described in the
Rights Agreement. Immediately upon the action of the Continuing Directors
electing to redeem the Rights, the right to exercise the Rights will terminate
and the only right of the holders of Rights will be to receive the Redemption
Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
Neither the distribution of the Rights nor the subsequent separation of
the Rights on the Distribution Date will be a taxable event for the Company or
its stockholders. Holders of Rights
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may, depending upon the circumstances, recognize taxable income upon the
occurrence of a Common Stock Event. In addition, holders of Rights may have
taxable income as a result of (i) an exchange by the Company of shares of Common
Stock for Rights as described above or (ii) certain anti-dilution adjustments
made to the terms of the Rights after the Distribution Date. A redemption of the
Rights would be a taxable event to holders.
The Rights Agreement may be amended by the Continuing Directors at any
time prior to the Distribution Date without the approval of the holders of the
Rights provided, however, no amendment may prejudice the rights of an Exempt
Person. From and after the Distribution Date, the Rights Agreement may be
amended without the approval of the holders of the Rights in order to cure any
ambiguity, to correct any defective or inconsistent provisions, to change any
time period for redemption or any other time period under the Rights Agreement
or to make any other changes that do not adversely affect the interests of the
holders of the Rights (other than any Acquiring Person or its affiliates,
associates or transferees).
As of December 19, 2001, there were 21,107,405 shares of Common Stock
outstanding. Each share of Common Stock outstanding on the Dividend Record Date
received one Right. As long as the Rights are attached to the Common Stock, the
Company has issued and will issue one Right with each newly issued share of
Common Stock so that all shares of Common Stock outstanding on the Distribution
Date will have attached Rights.
The exercise of the Rights may have certain anti-takeover effects. The
Rights distribution will not be dilutive of shareholder's ownership of the
Company and will not affect reported earnings per share. The Company will
receive no proceeds from the distribution of the Rights.
The Rights Agreement (including as exhibits thereto the form of Rights
Certificate and the Summary of Rights), the First Amendment, the Second
Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the
Sixth Amendment, and the Seventh Amendment are attached hereto as exhibits
hereto and are hereby incorporated herein by reference. The foregoing
description of the Rights does not purport to be complete and therefore is
qualified in its entirety by reference to such exhibits.
Item 2. Exhibits.
The exhibits which are filed with this amendment are set forth in the
Exhibit Index which appears at pages 7 and 8 hereof.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
KOGER EQUITY, INC.
Date: December 21, 2001 By: S/ James L. Stephens
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James L. Stephens
Vice President and
Chief Accounting Officer
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EXHIBIT INDEX
The following designated exhibits are filed herewith:
Exhibits
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4(a) Koger Equity, Inc. Common Stock Rights Agreement (the "Rights
Agreement") dated as of September 30, 1990 between Koger Equity,
Inc. (the "Company") and Wachovia Bank and Trust Company, N.A. as
Rights Agent ("Wachovia"). Incorporated by reference to Exhibit 1 to
a Registration Statement on Form 8-A, dated September 30, 1990 (File
No. 1-9997).
4(b) Form of Common Stock Purchase Rights Certificate [attached as
Exhibit A to the Rights Agreement, Exhibit 4(a)]. Pursuant to the
Rights Agreement, printed Common Stock Purchase Rights Certificates
will not be mailed until the Distribution Date (as defined in the
Rights Agreement). Incorporated by reference to Exhibit 1 to a
Registration Statement on Form 8-A, dated September 30, 1990 (File
No. 1-9997).
4(c) Summary of Common Stock Purchase Rights [attached as Exhibit B to
the Rights Agreement, Exhibit 4(a)]. Incorporated by reference to
Exhibit 1 to a Registration Statement on Form 8-A, dated September
30, 1990 (File No. 1-9997).
4(d) First Amendment to the Common stock Rights Agreement, dated as of
March 22, 1993, between the Company and First Union National Bank of
North Carolina, a national association, as successor Rights Agent
("First Union"), entered into for the purpose of replacing Wachovia
as Rights Agent. Incorporated by reference to Exhibit 4(b)(4) of the
Form 10-Q filed by the Registrant for the quarter ended March 31,
1993 (File No. 1-9997).
4(e) Second Amendment to the Common Stock Rights Agreement, dated as of
December 21, 1993, between the Company and First Union. Incorporated
by reference to Exhibit 5 to an Amendment on Form 8-A/A, dated
December 21, 1993, to a Registration Statement of the Registrant on
Form 8-A, dated October 3, 1990 (File No. 1-9997).
4(f) Amendment No. 3 to Rights Agreement, dated as of October 10, 1996,
between the Company and First Union. Incorporated by reference to
Exhibit 6 to an Amendment on Form 8-A/A, dated November 7, 1996, to
a Registration statement of the Registrant on Form 8-A, dated
October 3, 1990 (File No. 1-9997).
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4(g) Fourth Amendment to Common Stock Rights Agreement, dated as of
February 27, 1997, between the Company and First Union. Incorporated
by reference to Exhibit 8 to an Amendment on Form 8-A/A, dated March
17, 1997, to a Registration Statement of the Registrant on Form 8-A,
dated October 3, 1990 (File No. 1-9997).
4(h) Fifth Amendment to Rights Agreement, dated as of November 23, 1999,
between the Company and Norwest Bank Minnesota, National
Association, as successor Rights Agent, entered into for the purpose
of replacing First Union as successor Rights Agent. Incorporated by
reference to Exhibit 11 to an Amendment on Form 8-A/A, dated
November 23, 1999, to a Registration Statement of the Registrant on
Form 8-A, dated October 3, 1990 (File No. 1-9997).
4(i) Sixth Amendment to Rights Agreement, dated as of August 17, 2000,
between the Company and Wells Fargo Bank Minnesota, N.A., formerly
Norwest Bank Minnesota, National Association, as successor Rights
Agent ("Wells Fargo"). Incorporated by reference to Exhibit 4(l) to
an Amendment on Form 8-A/A, dated August 17, 2000, to a Registration
Statement of the Registrant on Form 8-A, dated October 3, 1990 (File
No. 1-9997).
4(j) Seventh Amendment to Rights Agreement, dated as of December 21,
2001, between the Company and Wells Fargo filed herewith.
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