<PAGE> 1
===============================================================================
===================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM 8-A/A
-------------
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
ACSYS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Georgia 58-2299173
----------------------- ------------------------------------
(State of Incorporation (I.R.S. Employer Identification No.)
or Organization)
75 14th Street, Suite 2200
Atlanta, Georgia 30309
---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
<TABLE>
<S> <C>
If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section 12(b) class of securities pursuant to Section 12(g)
of the Exchange Act and is effective of pursuant of the Exchange Act and is effective
to General Instruction A.(c), please check the pursuant to General Instruction A.(d),
following box. [ ] please check the following box.[X]
</TABLE>
Securities Act registration statement file number to which this form relates:
N/A
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
------------------- ------------------------------
None
Securities to be registered pursuant to Section 12(g) of the Act:
Series A Junior Participating Preferred Stock Purchase Rights
---------------------------------------------------------------------
(Title of class)
===============================================================================
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Item 1 is amended to add the following:
On April 16, 2000, Acsys, Inc. ("Acsys") entered into an Agreement and
Plan of Merger (the "Merger Agreement") by and among Tiberia B.V., a company
organized in The Netherlands ("Parent"), Platform Purchaser Inc., a Georgia
corporation ("Purchaser"), Vedior N.V., a company organized in The Netherlands
(Vedior"), Select Appointments North America Inc., a Delaware corporation and a
wholly owned subsidiary of Vedior ("SANA") and Acsys, providing for
transactions that will cause a change of control of Acsys and ultimately lead
to Acsys becoming a wholly owned subsidiary of Parent. SANA and Vedior are
guarantors (collectively, the "Guarantors") of the obligations of Parent and
Purchaser under the Merger Agreement.
Prior to the execution and delivery of the Merger Agreement, on April
16, 2000, Acsys amended its Shareholder Protection Rights Agreement, dated June
20, 1999 ("Amendment No. 1 to Rights Agreement"), such that the execution and
delivery of, and the consummation of the transactions contemplated by, the
Merger Agreement and the ancillary agreements thereto (including, without
limitation, the support agreements dated April 16, 2000 between Vedior,
Purchaser and each of (a) David C. Cooper and Teri L. Cooper and (b) Harry J.
Sauer and The Sauer Family Foundation), would not result in (i) Parent,
Purchaser or the Guarantors being an Acquiring Person, (ii) the occurrence of a
Flip-In Date, a Stock Acquisition Date, a Separation Time, a Flip-Over
Transaction or Event, or (iii) Acsys having any obligation or the holders
having any rights with respect to the Rights or the Shareholder Protection
Rights Agreement, including, without limitation, the Rights becoming
exercisable. For purposes hereof, the terms "Acquiring Person," "Flip-In Date,"
"Stock Acquisition Date," "Separation Time," "Flip-Over Transaction or Event,"
and "Rights" shall have the respective meanings ascribed thereto in the
Shareholder Protection Rights Agreement.
A copy of Amendment No. 1 to Rights Agreement has been filed with the
Securities and Exchange Commission as an exhibit to Acsys' Current Report on
Form 8-K filed on April 18, 2000 and is incorporated herein by reference. The
foregoing summary description of Amendment No. 1 to Rights Agreement does not
purport to be complete and is qualified in its entirety by reference to such
exhibit.
ITEM 2. EXHIBITS.
1. Amendment No. 1, dated April 16, 2000, to Shareholder
Protection Rights Agreement between Acsys, Inc. and SunTrust Bank, Atlanta, as
Rights Agent, dated June 20, 1999, incorporated herein by reference to Exhibit
99.1 of Acsys' Current Report on Form 8-K filed on April 18, 2000.
-2-
<PAGE> 3
SIGNATURES
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.
ACSYS, INC.
Date: April 18, 2000 By: /s/ Brady W. Mullinax, Jr.
---------------------------
Brady W. Mullinax, Jr.
Executive Vice President -
Finance and Administration and
Secretary
-3-
