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
THE ULTIMATE SOFTWARE GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 65-0694077
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(State of incorporation (I.R.S. Employer Identification No.)
or organization)
3111 Stirling Road
Fort Lauderdale, Florida 33312
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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 listed
NONE N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights, par value 0.01 per share
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(Title of Class)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On October 22, 1998, the Board of Directors of The Ultimate Software
Group, Inc. (the "Company") declared a dividend of one preferred share purchase
right (a "Right") for each outstanding share of common stock, par value $0.01
per share (the "Common Shares"), of the Company. The dividend is payable on
November 15, 1998 (the "Record Date") to the stockholders of record on that
date. Each Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of Series A Junior Participating Preferred Stock of the
Company, par value $0.01 per share (the "Preferred Shares"), at a price of $45
per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and BankBoston, N.A. as
Rights Agent (the "Rights Agent").
DISTRIBUTION DATE; EXERCISABILITY
Initially, the Rights will be attached to all Common Share certificates
and no separate Rights certificates will be issued. Separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common Shares as of the close of business on the day which is the earlier
of (i) the tenth day after a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired beneficial
ownership of 15% or more of the outstanding Common Shares or (ii) such date as
may be determined by action of the Board of Directors of the Company following
the commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the outstanding Common Shares
(the earlier of such dates being the "Distribution Date").
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), (i) the Rights will be
transferred with and only with the Common Shares, (ii) new Common Share
certificates issued after the Record Date upon transfer or new issuance of
Common Shares will contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any certificates for Common
Shares outstanding as of the Record Date will also constitute the transfer of
the Rights associated with the Common Shares represented by such certificate.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on October 22, 2008 (the "Expiration Date"), unless the Expiration
Date is extended or unless the Rights are earlier redeemed or exchanged by the
Company, in each case, as described below.
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FLIP-IN
If a person or group becomes an Acquiring Person, each holder of a
Right will thereafter have the right to receive, upon exercise, Common Shares
(or, in certain circumstances, Preferred Shares or other similar securities of
the Company) having a value equal to two times the exercise price of the Right.
Notwithstanding any of the foregoing, following the existence of an Acquiring
Person, all Rights that are, or (under certain circumstances specified in the
Rights Agreement) were, beneficially owned by any Acquiring Person will be null
and void.
For example, at an exercise price of $45 per Right, each Right not
owned by an Acquiring Person following an event set forth in the preceding
paragraph would entitle its holder to purchase $90 worth of Common Shares (or
other consideration, as noted above) for $45. Assuming a value of $22.50 per
Common Share at such time, the holder of each valid Right would be entitled to
purchase four Common Shares for $45.
FLIP-OVER
In the event that the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold after a person or group has become an Acquiring Person, proper
provision will be made so that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then current exercise price
of the Right, that number of shares of common stock of the acquiring company
which at the time of such transaction will have a market value of two times the
exercise price of the Right. In the event that any person or group becomes an
Acquiring Person, proper provision shall be made so that each holder of a Right,
other than Rights beneficially owned by the Acquiring Person (which will
thereafter be void), will thereafter have the right to receive upon exercise
that number of Common Shares having a market value of two times the exercise
price of the Right.
EXCHANGE
At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by such person or group which will have
become void), in whole or in part, at an exchange ratio of one Common Share, or
one one-hundredth of a Preferred Share (or of a share of a class or series of
the Company's preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
REDEMPTION
At any time prior to the tenth day after a person (or group of
affiliated persons) has become an Acquiring Person, the Board of Directors of
the Company may redeem the Rights, in whole but not in part, at a price of $0.01
per Right (the "Redemption Price").
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The redemption of the Rights may be made effective at such time on such basis
with such conditions as the Board of Directors, in its sole discretion, may
establish. Immediately upon any redemption of 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.
AMENDMENT
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, except that from and
after the existence of an Acquiring Person no such amendment may adversely
affect the interests of the holders of the Rights (other than the Acquiring
Person).
ADJUSTMENT
The number of outstanding Rights and the number of one one-hundredths
of a Preferred Share issuable upon exercise of each Right are subject to
adjustment under certain circumstances.
PREFERRED STOCK
Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights, the value of the one one-hundredth interest in a Preferred
Share purchasable upon exercise of each Right should approximate the value of
one Common Share.
RIGHTS OF HOLDERS
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.
FURTHER INFORMATION
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Current Report on Form 8-K dated October
23, 1998. A copy of the Rights Agreement is available free of charge from the
Company. This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, which is
hereby incorporated herein by reference.
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Item 2. EXHIBITS.
EXHIBIT NO. DESCRIPTION
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1 Rights Agreement, dated as of October 22, 1998, between The
Ultimate Software Group, Inc. and BankBoston, N.A., as Rights
Agent. The Rights Agreement includes the Form of Certificate of
Designations of Series A Junior Preferred Stock as Exhibit A, Form
of Rights Certificate as Exhibit B, and the Summary of Rights as
Exhibit C (incorporated by reference to Exhibit 2 to the Company's
Current Report on Form 8-K dated October 23, 1998).
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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.
THE ULTIMATE SOFTWARE GROUP, INC.
By: /S/ SCOTT SCHERR
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Name: Scott Scherr
Title: Chairman of the Board, President
and Chief Executive Officer
Date: October 23, 1998
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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1 Rights Agreement, dated as of October 22, 1998, between The
Ultimate Software Group, Inc. and BankBoston, N.A., as Rights
Agent. The Rights Agreement includes the Form of Certificate of
Designations of Series A Junior Preferred Stock as Exhibit A, the
Form of Rights Certificate as Exhibit B, and the Summary of Rights
as Exhibit C (incorporated by reference to Exhibit 2 to the
Company's Current Report on Form 8-K dated October 23, 1998).
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