UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Engineering Animation, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 42-1323712
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
2321 North Loop Drive
Ames, Iowa 50010
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(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), please check the following box. | |
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is to become effective pursuant to General
Instruction A.(d), please check the following box. |X|
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
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None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
(including associated rights to purchase 1/150 of a share of Series A Junior
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Participating Preferred Stock)
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(Title of class)
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The undersigned registrant hereby amends Items 1 and 2 of its
Registration Statement on Form 8-A, filed with the Securities and Exchange
Commission on January 31, 1996 and amended on September 6, 2000, as set forth
below.
Item 1. Description of Registrant's Securities to be Registered
Item 1 is hereby amended, as described below, to reflect certain
changes that we have made to our Rights Agreement, dated as of January 1, 1996
(the "Rights Agreement"), between Engineering Animation, Inc., a Delaware
corporation ("EAI"), and First Chicago Trust Company of New York, as Rights
Agent (the "Rights Agent"), as amended by the First Amendment to Rights
Agreement, dated as of September 5, 2000 (the "First Amendment") and the Second
Amendment to Rights Agreement, dated as of October 5, 2000 (the "Second
Amendment").
On September 5, 2000, EAI entered into an Agreement and Plan of Merger
(as it may be amended or supplemented from time to time, the "Merger
Agreement"), with Unigraphics Solutions Inc., a Delaware corporation ("UG"), and
UGS Acquisition Corporation, a Delaware corporation and a wholly owned
subsidiary of UG ("Purchaser"), with respect to a business combination of EAI
and UG (the "Merger"), all in accordance with the terms and subject to the
conditions set forth in the Merger Agreement. In connection with the Merger, on
the same date, EAI entered into a Stock Option Agreement (as it may be amended
or supplemented from time to time, the "Stock Option Agreement") with UG. Also
in connection with the Merger, on September 5, 2000, certain EAI stockholders
entered into a Stockholders Agreement (as it may be amended or supplemented, the
"Stockholders Agreement") with UG and the Purchaser.
Under the terms of the Merger Agreement, EAI entered into the First
Amendment to provide that the approval, execution and delivery of the Merger
Agreement, the Stock Option Agreement and the Stockholders Agreement, and the
consummation of the transactions contemplated thereby, including, without
limitation, the exercise of the stock option, will not trigger certain events
under the Rights Agreement. EAI has entered into the Second Amendment in order
to avoid any doubt or ambiguity in that regard. The following description of
EAI's capital stock reflects these changes to the Rights Agreement.
DESCRIPTION OF EAI STOCK
The authorized capital stock of EAI consists of 60,000,000 shares of
common stock, $0.01 par value (the "EAI Common Stock") and 20,000,000 shares of
preferred stock, $0.01 par value (the "EAI Preferred Stock"). As of August 31,
2000, there were 12,072,619 shares of EAI Common Stock outstanding and no shares
of EAI Preferred Stock outstanding. As of August 31, 2000, there were 1,104
holders of record of EAI Common Stock. The EAI Common Stock is listed and traded
on the Nasdaq National Market under the symbol "EAII."
Common Stock
The holders of EAI Common Stock are entitled to one vote for each share
held of record on all matters voted upon by stockholders and may not use
cumulative voting for the election of directors. Thus, the owners of a majority
of the EAI Common Stock outstanding are able to elect all of the directors. Each
outstanding share of EAI Common Stock is entitled to participate equally in any
distribution of net assets made to the stockholders in liquidation, dissolution
or winding up of EAI and is entitled to participate equally in dividends and
other distributions, if, as and when declared by the Board of Directors. There
are no redemption, sinking fund, conversion or preemptive rights with respect to
the EAI Common Stock. All shares of EAI Common Stock have equal rights and
preferences.
EAI Preferred Stock
Pursuant to EAI's Certificate of Incorporation, as amended (the "EAI
Certificate"), EAI is authorized to issue up to 20,000,000 shares of EAI
Preferred Stock, which may be issued from time to time in one or more series
upon authorization by EAI's Board of Directors. EAI's Board of Directors,
without further approval of the stockholders, is authorized to fix the number of
shares constituting any series, dividend rights and terms, conversion rights and
terms, voting rights and terms, redemption rights and terms, liquidation
preferences and any other rights, preferences, privileges and restrictions
applicable to each series of the EAI Preferred Stock. The issuance of the EAI
Preferred Stock, while providing flexibility in connection with possible
acquisitions and other corporate purposes could, among other things, adversely
affect the voting power of the holders of the EAI Common Stock and, under
certain circumstances, have the effect of making it more difficult for a third
party to acquire, or discouraging a third party from acquiring, a majority of
the outstanding voting stock of EAI, or otherwise adversely affect the market
price of the EAI Common Stock. EAI is not aware of any plans by a third party to
seek control of EAI. EAI has no current plans to issue any EAI Preferred Stock.
Rights
EAI has adopted a Stockholders Rights Plan. Under the Stockholders
Rights Plan, each share of EAI Common Stock has associated with it one preferred
share purchase right (a "Right"). The terms of the Rights are set forth in a
Rights Agreement. Under certain circumstances described below, each Right would
entitle the holders thereof to purchase one one-hundred-fiftieth of a share of
Series A Junior Participating Preferred Stock of EAI for a price of $50.00 per
one one-hundred-fiftieth of a share. The Rights are not currently exercisable
when issued and are transferable only with the related shares of EAI Common
Stock.
The Rights would become exercisable at the specified exercise price
upon the earlier to occur of (i) 10 business days after the first public
announcement that any person or group (other than an Exempt Person) (an
"Acquiring Person") has acquired beneficial ownership of 15% or more of the
outstanding shares of EAI Common Stock (the "Shares Acquisition Date") or (ii)
10 business days (unless delayed by EAI's Board of Directors) after any person
or group (other than an Exempt Person) has commenced, or announced the intention
to commence, a tender or exchange offer that would, upon its consummation,
result in such person or group being the beneficial owner of 15% or more of the
outstanding shares of EAI Common Stock (the earlier of such dates being called
the "Distribution Date"). Rights will not be exercisable following the
occurrence of an event described below under the caption "Flip-in" prior to the
expiration of EAI's right to redeem the Rights. Rights certificates will be
distributed when the Rights become exercisable. An "Exempt Person" will include
EAI and certain related entities.
Flip-in. After the Rights become exercisable (unless the Distribution
Date is the commencement or the announcement of a tender or exchange offer as
described in (ii) in the immediately preceding paragraph), the holders of the
Rights (other than an Acquiring Person and certain transferees thereof) would be
entitled to exercise the Rights to purchase that number of shares of EAI Common
Stock which at the time of such acquisition would have a market value of two
times the exercise price of the Rights. After the occurrence of a Flip-in event,
the Rights of an Acquiring Person and such transferees will become void.
Flip-over. In the event that, on or after the date on which an
Acquiring Person has become such: (i) EAI merges into or consolidates with an
Interested Stockholder or, unless all holders of the outstanding shares of EAI
Common Stock are treated the same, any other person (with limited designated
exceptions), (ii) an Interested Stockholder or, unless all holders of the
outstanding shares of EAI Common Stock are treated the same, any other person
(with limited designated exceptions) merges into EAI or (iii) EAI sells or
transfers 50% or more of its consolidated assets or earning power to an
Interested Stockholder or, unless all holders of the outstanding shares of EAI
Common Stock are treated the same, any other person (with limited designated
exceptions), the holders of the Rights (other than Rights which have become
void) would be entitled to purchase common shares of the acquirer (or a person
affiliated therewith) at a 50% discount. In general, an "Interested Stockholder"
will be an Acquiring Person and certain persons affiliated, associated or acting
on behalf of or in concert therewith.
Redemption of Rights. The Rights are redeemable, as a whole, at a
redemption price of $0.01 per Right, subject to adjustment, at the direction of
EAI's Board of Directors, at any time prior to the acquisition by a person or
group of beneficial ownership of 15% or more of the outstanding shares of EAI
Common Stock.
Exchange of Shares for Rights. At any time after any person or group
shall have become an Acquiring Person and before any person (other than an
Exempt Person), together with its affiliates and associates, shall have become
the beneficial owner of 50% or more of the outstanding shares of EAI Common
Stock, EAI's Board of Directors has the right to direct the exchange of shares
of EAI Common Stock for all or any part of the Rights (other than Rights that
have become void) at the exchange rate of one share of EAI Common Stock per
Right, subject to adjustment. EAI's Rights Agreement may discriminate against a
prospective holder of EAI Common Stock as a result of such holder owning a
substantial amount of shares and may have the effect of delaying, deferring or
preventing a change in control of EAI.
The First Amendment provides that neither UG nor any of its
subsidiaries (including the Purchaser) will be an Acquiring Person by virtue of
the approval, execution or delivery of the Merger Agreement, the Stock Option
Agreement or the Stockholders Agreement, or the consummation of the transactions
contemplated thereby, including, without limitation, the exercise of the stock
option. The First Amendment also adds a new Section 34 to the Rights Agreement,
which provides that neither the approval, execution or delivery of the Merger
Agreement, the Stock Option Agreement or the Stockholders Agreement nor the
consummation of the transactions contemplated thereby, including, without
limitation, the exercise of the stock option, is or shall be deemed to be an
event described in Section 11(a)(ii) or Section 13 of the Rights Agreement, nor
will such performance or consummation result in the occurrence of a Shares
Acquisition Date, a Distribution Date or any other separation of the Rights from
the underlying EAI Common Stock, nor entitle or permit the holders of the Rights
to exercise the Rights or otherwise affect the rights of the holders of Rights,
including giving the holders of Rights the right to acquire securities of any
party to the Merger Agreement.
The Second Amendment is intended to avoid any doubt or ambiguity that
the Merger and the Merger Agreement, and all of the transactions contemplated
thereby, are exempt from the application of the Rights Agreement. The Second
Amendment provides that the approval, execution and delivery of the Merger
Agreement, the Stock Option Agreement and the Stockholders Agreement, and the
consummation of the transactions contemplated thereby, including without
limitation, the exercise of the stock option, will not cause Parent, Purchaser,
Electronic Data Systems Corporation (the majority shareholder of UG), or any of
their subsidiaries, affiliates or associates to become an Acquiring Person.
The summary descriptions of the First Amendment and the Second
Amendment included herein are qualified in their entirety by reference to the
full text of the First Amendment and the Second Amendment, which are filed as
Exhibits 4.2 and 4.3 hereto and are incorporated herein by reference.
Item 2. Exhibits
4.1 Rights Agreement, dated as of January 1, 1996, between Engineering
Animation, Inc., a Delaware corporation, and First Chicago Trust Company of New
York, as Rights Agent (incorporated by reference to the Company's Registration
Statement on Form S-1, SEC file no. 33-80705).
4.2 First Amendment, dated as of September 5, 2000, to the Rights
Agreement, dated as of January 1, 1996, by and between Engineering Animation,
Inc., a Delaware corporation, and First Chicago Trust Company of New York, as
Rights Agent (incorporated by reference to the Form 8-A/A filed by the Company
on September 6, 2000).
4.3 Second Amendment, dated as of October 5, 2000, to the Rights Agreement,
dated as of January 1, 1996, by and between Engineering Animation, Inc., a
Delaware corporation, and First Chicago Trust Company of New York, as Rights
Agent.
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: October 10, 2000 ENGINEERING ANIMATION, INC.
By: /s/ Jamie A. Wade
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Name: Jamie A. Wade
Title: Vice President of Administration,
General Counsel and Secretary
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EXHIBIT INDEX
Exhibit Number
Description
4.1. Rights Agreement, dated as of January 1, 1996, between Engineering
Animation, Inc., a Delaware corporation, and First Chicago Trust Company of New
York, as Rights Agent (incorporated by reference to the Company's Registration
Statement on Form S-1, SEC file no. 33-80705).
4.2. First Amendment, dated as of September 5, 2000, to the Rights
Agreement, dated as of January 1, 1996, by and between Engineering Animation,
Inc., a Delaware corporation, and First Chicago Trust Company of New York, as
Rights Agent (incorporated by reference to the Form 8-A/A filed by the Company
on September 6, 2000).
4.3. Second Amendment, dated as of October 5, 2000, to the Rights
Agreement, dated as of January 1, 1996, by and between Engineering Animation,
Inc., a Delaware corporation, and First Chicago Trust Company of New York, as
Rights Agent.
