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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(Exact name of registrant as specified in its charter)
Florida 59-2898045
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(State or incorporation or organization) (IRS Employer 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:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Shares of Common Stock New York Stock Exchange
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par value $.01 per share
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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)
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
GENERAL
The Amended and Restated Articles of Incorporation of Koger Equity,
Inc. (the "Company") (the "Restated Articles of Incorporation") authorize the
issuance of up to 100,000,000 shares of Common Stock, par value $.01 per share
(the "Common Stock"). As of December 19, 2001, there were 21,107,405 shares of
Common Stock issued and outstanding, and 8,534,457 shares of Common Stock in
treasury.
The following description of the Common Stock set forth below is in all
respects subject to and qualified in its entirety by reference to the applicable
provisions of the Restated Articles of Incorporation and the By-laws of the
Company (the "By-laws").
Holders of Common Stock are entitled to receive dividends when, as and
if declared by the Board of Directors of the Company (the "Board of Directors"),
out of funds legally available therefor. Upon any liquidation, dissolution or
winding up of the Company, holders of Common Stock will be entitled to share
equally and ratably in any assets available for distribution to them, after
payment or provision for payment of the debts and other liabilities of the
Company and the preferential amounts owing with respect to any outstanding
preferred stock. Although the Company is authorized to issue up to 50,000,000
shares of Preferred Stock, par value $.01 per share, as of the date hereof, the
Company has not issued any such shares. The Common Stock possesses ordinary
voting rights for the election of directors and in respect of other corporate
matters; each share entitles the holder thereof to one vote. Holders of Common
Stock do not have cumulative voting rights in the election of directors, which
means that holders of more than 50% of all of the shares of Common Stock voting
for the election of directors can elect all of the directors if they choose to
do so and the holders of the remaining shares cannot elect any directors.
Holders of Common Stock generally do not have preemptive rights, which means
they have no right to acquire any additional shares of Common Stock that may be
issued by the Company at a subsequent date. The outstanding Common Stock is
fully paid and nonassessable.
RESTRICTIONS ON OWNERSHIP
For the Company to qualify as a REIT under the Internal Revenue Code of
1986, as amended (the "Code"), not more than 50% in value of its outstanding
capital stock may be owned, directly or indirectly, by five or fewer individuals
(as defined in the Code to include certain entities) during the last half of a
taxable year, and its capital stock must be beneficially owned by 100 or more
persons during at least 335 days of a taxable year of 12 months or during a
proportionate part of a shorter taxable year. Therefore, the Restated Articles
of Incorporation contain certain provisions set forth below restricting the
ownership and transfer of the Common Stock.
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Upon demand of the Company, each shareholder will be required to
disclose to the Board of Directors in writing such information with respect to
direct and indirect beneficial ownership of shares of the Company's capital
stock as the Board of Directors may deem necessary to comply with provisions of
the Code applicable to the Company or to comply with the requirements of any
other taxing authority or governmental entity or agency.
The limitations on ownership of the Company's capital stock may have
the effect of discouraging tender offers or other takeover proposals. Such
limitations do not apply to cash tender offers in which two-thirds of the
outstanding shares of Common Stock not held by the tender offeror are tendered
and accepted for cash. In view of the importance to the Company of its tax
treatment as a REIT, the Board of Directors believes that such limitations on
ownership are necessary.
The Restated Articles of Incorporation provide, subject to certain
exceptions, that no person, or persons acting as a group, may beneficially own
more than 9.8% of the shares of Common Stock outstanding at any time. In the
event that the Board of Directors believes that the tax status of the Company as
a REIT under the Code is jeopardized, including when a holder of Common Stock
acquires in excess of 9.8% of the Company's outstanding Common Stock (the
"Excess Common Stock"), the Board of Directors may, at its option, redeem a
sufficient number of shares of Excess Common Stock to protect and preserve the
Company's status as a REIT. Excess Common Stock is, unless waived by the Board
of Directors, subject to redemption by the Company at a price per share equal to
the average of the closing prices over a 20-day period prior to the redemption
date (or, if no such prices are available, as determined by the Board of
Directors). From and after the redemption date for any Excess Common Stock, the
holder of such Excess Common Stock shall cease to be entitled to any
distribution (other than distributions declared prior to the redemption date),
voting rights and other benefits with respect to such Excess Common Stock,
except the right to receive payment of the redemption price. Any transfer of
shares of Common Stock that would prevent continued REIT qualification of the
Company shall be void ab initio and any purported acquisition of shares of
Common Stock resulting in disqualification of the Company as a REIT will be null
and void.
SHAREHOLDER RIGHTS PLAN
On September 30, 1990, the Board of Directors adopted a Shareholder
Rights Plan (the "Rights Plan"), pursuant to which the Company issued Common
Stock purchase rights (the "Common Stock Purchase Rights"). Under the Rights
Plan, one Common Stock Purchase Right was issued for each outstanding share of
Common Stock held as of October 1, 1990, and one Common Stock Purchase Right
attached to each share of Common Stock issued thereafter and will attach to each
share of Common Stock issued in the future. The Common Stock Purchase Rights
authorize the holders to purchase shares of Common Stock at a 50% discount from
market value upon the occurrence of certain events, including, unless approved
by the Board of Directors, an acquisition by a person or group of certain levels
of beneficial ownership of the Common Stock or a tender offer for the Common
Stock. The Common Stock Purchase Rights are redeemable by the Company for $.01
and expire September 30, 2010. One of the events which will trigger the Common
Stock Purchase Rights
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is the acquisition, or commencement of a tender offer, by a person (an Acquiring
Person, as defined in the Rights Plan), other than an Exempt Person (as defined
in the Rights Plan), the Company or any of its subsidiaries or employee benefit
plans, of 15% or more of the outstanding shares of Common Stock. An Acquiring
Person who is not an Exempt Person, may not exercise a Common Stock Purchase
Right.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is Wells Fargo
Bank Minnesota, N.A.
Item 2. Exhibits.
The exhibits which are filed with this Registration Statement are set
forth in the Exhibit Index, which appears on pages 6 and 7 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:
Exhibit
Number Description
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3(a) Amended and Restated Articles of Incorporation of Koger Equity, Inc.
Incorporated by reference to Exhibit 3 of the Form 8-K, dated May
10, 1994, filed by the Registrant on June 17, 1994 (File No. 1-9997)
3(b) Koger Equity, Inc. By Laws, as Amended and Restated on August 21,
1996. Incorporated by reference to Exhibit 3(ii) of the Form 8-K/A,
dated August 22, 1996 filed by the Registrant on August 22, 1996
(File No. 1-9997)
4(a) Common Stock Certificate of Koger Equity, Inc. Incorporated by
reference to Exhibit 4(a) to Registration Statement on Form S-11
(Registration No. 33-22890)
4(b)(1)(A) Koger Equity, Inc. 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 October 3, 1990 (File No.
1-9997)
4(b)(1)(B) First Amendment to the Rights Agreement, dated as of March 22, 1993,
between the Company and First Union National Bank of North Carolina,
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(b)(1)(C) Second Amendment to the 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(b)(1)(D) 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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Exhibit
Number Description
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4(b)(1)(E) Fourth Amendment to 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(b)(1)(F) Fifth Amendment to Rights Agreement, dated as of November 23, 1999,
between the Company and Norwest Bank Minnesota, National
Association, 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(b)(1)(G) 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(b)(1)(H) Seventh Amendment to Rights Agreement, dated as of December 21,
2001, between the Company and Wells Fargo. Incorporated by reference
to Exhibit 4(j) to an Amendment on Form 8-A/A, dated December 21,
2001, to a Registration Statement of the Registrant on Form 8-A,
dated October 3, 1990 (File No. 1-9997)
4(b)(2) Form of Common Stock Purchase Rights Certificate [attached as
Exhibit A to the Rights Agreement, Exhibit 4(b)(1)(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(b)(3) Summary of Common Stock Purchase Rights [attached as Exhibit B to
the Rights Agreement, Exhibit 4(b)(1)(A)]. Incorporated by reference
to Exhibit 1 to a Registration Statement on Form 8-A, dated
September 30, 1990 (File No. 1-9997)
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