SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: February 7, 1997
DELUXE CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 1-7945 41-0216800
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
3680 Victoria Street North, Shoreview, Minnesota 55126
(Address of principal executive offices) (Zip Code)
612/483-7111
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events.
The Board of Directors of Deluxe Corporation (the "Company") has
approved the extension of the benefits afforded by the Company's existing
shareholder rights plan, dated as of February 12, 1988 (the "Existing Plan"), by
amending and restating its existing provisions. The amended plan, like the
Existing Plan, is intended to deter coercive or abusive tender offers and market
accumulations. The amended plan encourages an acquirer to negotiate with the
Company's Board of Directors and enhance the Board's ability to act in the best
interest of all of the Company's shareholders.
Among other things, the Amended and Restated Rights Agreement, dated as
of January 31, 1997 (the "Amended Agreement"), contains the following revisions
to the Existing Plan: (i) Norwest Bank Minnesota, National Association has been
appointed as Rights Agent; (ii) the term of the shareholder rights plan has been
extended from February 22, 1998 through January 31, 2007; (iii) the exercise
price of the Rights has been increased from $100 to $150 (subject to adjustment
under certain circumstances described in the Amended Agreement); (iv) the
threshold ownership requirement which triggers the exercisability of the Rights
has been reduced from 30% to 15%; (v) the circumstances under which the Rights
may be redeemed or the Amended Plan amended has been revised; (vi) the Board of
Directors may now exchange shares of the Company's Common Stock for the Rights
under certain circumstances; (vii) the events giving rise to the ability of the
holders of the Rights to purchase shares of the Company's Common Stock at a
discount from its current market price have been revised; and (viii) a provision
exempting certain permitted offers and inadvertent acquisitions from the
operation of the Amended Plan has been incorporated. The foregoing summary does
not purport to be complete and is qualified in its entirety by reference to the
full text of the Amended Agreement, a copy of which has been filed as exhibit
4.1 to the Company's Amendment No. 1 on Form 8-A/A-1 filed with the Securities
and Exchange Commission on February 7, 1997 and is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Exhibit
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4.1. Amended and Restated Rights Agreement, dated as of January 31,
1997, between Deluxe Corporation and Norwest Bank Minnesota,
National Association, which includes as Exhibit A thereto, the
Form of Rights Certificate.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
DELUXE CORPORATION
(Registrant)
By: /s/ Charles M. Osborne
Charles M. Osborne
Senior Vice President and Chief
Financial Officer
Dated: February 7, 1997
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INDEX TO EXHIBITS
Exhibit No. Exhibit Page
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<S> <C> <C>
4.1 Amended and Restated Rights Agreement, dated as of January 31, *
1997, between Deluxe Corporation and Norwest Bank Minnesota,
National Association, which includes as Exhibit A thereto, the
Form of Rights Certificate.
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* Incorporated by reference to Exhibit 4.1 to the Company's Amendment No. 1 on
Form 8-A/A-1 filed with the Securities and Exchange Commission on February
7, 1997.
