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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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INFORMATION ADVANTAGE, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 41-1718445
(State or other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) Number)
7905 GOLDEN TRIANGLE DRIVE, SUITE 190
EDEN PRAIRIE, MINNESOTA 55344-7227
(Address, including Zip Code, of Registrant's Principal Executive Offices)
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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), 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 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:
<TABLE>
<CAPTION>
Title of each class to Name of each exchange on which
be so registered each class is to be registered
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<S> <C>
None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
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(Title of Class)
This Form 8-A/A amends and supplements the Form 8-A filed by Information
Advantage, Inc. on March 4, 1999 with respect to Preferred Stock Purchase
Rights.
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On March 4, 1999, Information Advantage, Inc. (the "Registrant" or the
"Company") filed a Registration Statement on Form 8-A (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission") in
order to register preferred stock purchase rights issuable in accordance with
the terms of a Rights Agreement (the "Rights Agreement"), dated as of March 1,
1999, between the Registrant and Norwest Bank, N.A., a national banking
association, as rights agent ("Norwest Bank").
On July 15, 1999, the Registrant and Norwest Bank entered into a First
Amendment to the Rights Agreement (the "Amendment"), which amends the Rights
Agreement as originally executed. A copy of the Amendment is attached hereto as
Exhibit 1 and is incorporated herein by reference. The Rights Agreement, as
amended by the Amendment, is referred to herein as the "Amended Rights
Agreement." The Amended Rights Agreement is substantially the same as the
Rights Agreement as originally executed, with the following principal
exceptions:
Acquiring Person
The Amended Rights Agreement provides that none of Sterling Software,
Inc.("Parent"), its subsidiaries, Affiliates or Associates, including Sterling
Software Acquisition Corp. ("Purchaser"), is, nor shall any of them be deemed to
be, an Acquiring Person as defined in the Amended Rights Agreement by virtue of
(i) their acquisition, or their right to acquire, beneficial ownership of the
Common Stock of the Company as a result of their execution of the Agreement and
Plan of Merger dated as of July 15, 1999 among Parent, Purchaser and the
Registrant (the "Merger Agreement") or the Stockholder Agreements (as defined in
the Merger Agreement), (ii) the announcement of the Offer (as defined in the
Merger Agreement), (iii) the consummation of the Offer, (iv) the consummation of
the Merger (as defined in the Merger Agreement), or (v) any other transaction
contemplated by the Merger Agreement or the Stockholder Agreements.
Distribution Date
The Amended Rights Agreement provides that a Distribution Date shall not
occur by reason of the execution of the Merger Agreement, the execution of the
Stockholder Agreements (as defined in the Merger Agreement), the announcement of
the Offer, the consummation of the Offer, the consummation of the Merger, or any
other transaction contemplated by the Merger Agreement or the Stockholder
Agreements.
Section 11(a)(ii) Event
The Amended Rights Agreement provides that a Section 11(a)(ii) Event
shall not occur by reason of the execution of the Merger Agreement, the
execution of the Stockholder Agreements (as defined in the Merger Agreement),
the announcement of the Offer, the consummation of the Offer, the consummation
of the Merger, or any other transaction contemplated by the Merger Agreement or
the Stockholder Agreements.
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Shares Acquisition Date
The Amended Rights Agreement provides that a Shares Acquisition Date
shall not occur by reason of the execution of the Merger Agreement, the
execution of the Stockholder Agreements (as defined in the Merger Agreement),
the announcement of the Offer, the consummation of the Offer, the consummation
of the Merger, or any other transaction contemplated by the Merger Agreement or
the Stockholder Agreements.
Company-Approved Transaction
The Amended Rights Agreement provides that the transactions contemplated
by the Merger Agreement have been approved, in advance and in writing, by a
majority of the Disinterested Directors (as defined in the Amended Rights
Agreement) of the Company's Board of Directors and that such transactions shall
constitute "Company-Approved Transactions" under the Amended Rights Agreement.
The Amended Rights Agreement provides that if for any reason the Merger
Agreement is terminated and the Merger is abandoned, then the Amendment shall be
of no further force and effect and the Agreement shall remain exactly the same
as it existed immediately prior to execution of the Amendment.
In all other material respects, the disclosure concerning the Rights and
Rights Agreement as set forth in the Registration Statement is unchanged.
The summary of the Amended Rights Agreement contained herein or in the
Registration Statement as originally filed is qualified in its entirety by
reference to the Amended Rights Agreement.
Item 2. Exhibits
1. First Amendment dated July 15, 1999 to Rights Agreement,
dated as of March 1, 1999, between Information Advantage,
Inc. and Norwest Bank, National Association, a national
banking association.
[Remainder of page intentionally left blank]
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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 be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: July 21, 1999 Information Advantage, Inc.
By: /s/ Larry J. Ford
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Larry J. Ford
Chief Executive Officer
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit
No. Description
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1 First Amendment dated July 15, 1999 to Rights Agreement, dated as
of March 1, 1999, between Information Advantage, Inc. and Norwest
Bank, National Association, a national banking association.
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FIRST AMENDMENT TO RIGHTS AGREEMENT
Amendment dated July 15, 1999 ("Amendment") to the Rights Agreement
("Agreement"), dated as of March 1, 1999, between Information Advantage, Inc., a
Delaware corporation (the "Company"), and Norwest Bank, National Association, a
national banking association (the "Rights Agent").
Pursuant to Section 25 of the Agreement, this Amendment is being executed
by the Company and the Rights Agent for the purpose of amending the Agreement as
set forth below:
The Agreement is hereby amended as follows:
1. Section 1(a) shall be amended by inserting the following at the end of
Section 1(a):
"Notwithstanding the foregoing or any provision to the contrary in this
Agreement, none of Sterling Software, Inc. ("Parent"), its Subsidiaries,
Affiliates or Associates, including Sterling Software Acquisition Corp.
("Purchaser"), is, nor shall any of them be deemed to be, an Acquiring
Person (as defined in the Agreement) by virtue of (i) their acquisition, or
their right to acquire, beneficial ownership of Common Shares of the
Company as a result of their execution of the Agreement and Plan of Merger
dated July 15, 1999 among Parent, Purchaser and the Company (the "Merger
Agreement"), or the Stockholder Agreements (as defined in the Merger
Agreement), (ii) the announcement of the Offer (as defined in the Merger
Agreement), (iii) the consummation of the Offer, (iv) the consummation of
the Merger (as defined in the Merger Agreement) or (v) any other
transaction contemplated by the Merger Agreement or the Stockholder
Agreements, it being the purpose of the Company in adopting this amendment
to the Agreement that neither the execution of the Merger Agreement or the
Stockholder Agreements by any of the parties thereto nor the consummation
of the transactions contemplated thereby shall in any respect give rise to
any provision of the Agreement becoming effective."
2. Section 1(a) shall be further amended by inserting the following at
the end of Section 1(a):
"Pursuant to the provisions of Section 1(a) of the Agreement, a majority of
Disinterested Directors (as defined in the Agreement) of the Company's
Board of Directors has approved, in advance and in writing, the
transactions contemplated by the Merger Agreement or the Stockholder
Agreements, thereby making them "Company-Approved Transactions" within the
meaning of the Agreement."
3. Section 1(kk) shall be amended by inserting the following at the end
of Section 1(kk):
"Notwithstanding the foregoing or any provision to the contrary in this
Agreement, a Section 11(a)(ii) Event shall not occur by reason of the
execution of the Merger Agreement, the execution of the Stockholder
Agreements (as defined in the Merger Agreement), the announcement of the
Offer, the consummation of the Offer, the consummation of the
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Merger, or any other transaction contemplated by the Merger Agreement or
the Stockholder Agreements."
4. Section 1(mm) shall be amended by inserting the following at the end
of Section 1(ii):
"Notwithstanding the foregoing or any provision to the contrary in this
Agreement, a Shares Acquisition Date shall not occur by reason of the
execution of the Merger Agreement, the execution of the Stockholder
Agreements (as defined in the Merger Agreement), the announcement of the
Offer, the consummation of the Offer, the consummation of the Merger, or
any other transaction contemplated by the Merger Agreement or the
Stockholder Agreements."
5. Section 3(a) shall be amended by inserting the following at the end of
Section 3(a):
"Notwithstanding the foregoing or any provision to the contrary in this
Agreement, a Distribution Date shall not occur by reason of the execution
of the Merger Agreement, the execution of the Stockholder Agreements (as
defined in the Merger Agreement), the announcement of the Offer, the
consummation of the Offer, the consummation of the Merger, or any other
transaction contemplated by the Merger Agreement or the Stockholder
Agreements."
6. If for any reason the Merger Agreement is terminated and the Merger is
abandoned, then the Amendment shall be of no further force and effect and
the Agreement shall remain exactly the same as it existed immediately prior
to execution of the Amendment.
7. This Amendment shall be deemed to be entered into under the laws of
the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts
to be made and performed entirely within such State.
8. This Amendment may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument.
The term "Agreement" as used in the Agreement shall be deemed to refer to
the Agreement as amended hereby, and all references to the Agreement shall be
deemed to include this Amendment. This Amendment shall be effective as of the
date first written above, and except as expressly set forth herein, the
Agreement shall remain in full force and effect and otherwise shall be
unaffected hereby.
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Entered into as of the date first written above,
INFORMATION ADVANTAGE, INC.
By: /s/ Larry J. Ford
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Larry J. Ford, Chief Executive Officer
Attest: /s/ Brian Wenger
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Secretary
NORWEST BANK, National Association,
as Rights Agent
By: /s/ John Beker
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Authorized Signature
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