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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 (DATE OF EARLIEST EVENT REPORTED): AUGUST 6, 1996
ECC INTERNATIONAL CORP.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
1-8988 23-1714658
(Commission File Number) (I.R.S. Employer Identification No.)
175 STRAFFORD AVENUE
SUITE 116
WAYNE, PENNSYLVANIA 19087-3377
(Address of principal executive offices) (Zip Code)
(610) 687-2600
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On August 6, 1996 the Board of Directors of ECC International
Corp. (formerly Educational Computer Corporation) (the "Company") approved an
amendment (the "Rights Amendment") to the Rights Agreement dated as of July 28,
1986, and as amended on February 21, 1989, between the Company and Mellon Bank
(East), N.A., as Rights Agent (as amended, the "Rights Agreement"). The Rights
Amendment amended Section 7(a) of the Rights Agreement to provide that the Final
Expiration Date (as defined in the Rights Agreement) shall be September 17,
1996. The original Final Expiration Date was August 7, 1996. The Rights
Agreement, as amended, was ratified and confirmed in all other respects by the
Board of Directors of the Company.
The Rights Agreement sets forth a description and the terms of
the Preferred Stock Purchase Rights (the "Rights") which were distributed to
holders of record of Common Stock, par value $.10 per share, of the Company on
August 8, 1986. The Rights were registered pursuant to Section 12(b) of the
Securities Exchange Act of 1934, as amended, on a Registration Statement on Form
8-A dated July 28, 1986 and filed by the Company with the Securities and
Exchange Commission (the "Form 8-A"). Each Right entitles the registered holder
to purchase from the Company one one-hundredth of a share of Series A Junior
Participating Preferred Stock, par value $.10 per share, at a price of $36 per
one one-hundredth of a share, subject to adjustment.
The form of Rights Agreement between the Company and the
Rights Agent specifying the terms of the Rights is attached as Exhibit 1 to the
Form 8-A and the amendment to the Rights Agreement dated as of February 21, 1989
is attached as Exhibit 2 to the Company's Current Report on Form 8-K, filed with
the Commission on March 14, 1989 (the "Form 8-K"). Such exhibits to the Form 8-A
and Form 8-K are incorporated herein by this reference. The Rights Amendment is
attached hereto as Exhibit 10.3. The foregoing description of the Rights
Amendment and the Rights Agreement, as amended, does not purport to be complete
and is qualified in its entirety by reference to such exhibits.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
The exhibits listed in the Exhibit Index filed as part of this
report are filed as part of or are included in this report.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ECC INTERNATIONAL CORP.
Date: August 12, 1996 By:/s/ George W. Murphy
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George W. Murphy
President and Chief
Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
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<S> <C>
10.1 Rights Agreement dated as of July 28, 1986 between
Educational Computer Corporation and Mellon Bank (East), N.A.(1)
10.2 Amendment to Rights Agreement dated as of February 21, 1989
between ECC International Corp. and Mellon Bank (East), N.A.(2)
10.3 Amendment to Rights Agreement dated as of August 7, 1996
between ECC International Corp. and Mellon Bank (East), N.A.
</TABLE>
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(1) Incorporated by reference to the Registrant's Registration Statement on Form
8-A, dated July 28, 1986 and filed by the Registrant with the Commission
(Commission File No. 1-8988).
(2) Incorporated by reference to the Registrant's Annual Report on Form 10-K for
the year ended June 30, 1994 (Commission File No. 1-8988).
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EXHIBIT 10.3
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of August 7, 1996, to the Rights Agreement dated
July 28, 1986, as amended February 21, 1989 (the "Rights Agreement"), between
ECC International Corp., a Delaware corporation (formerly Educational Computer
Corporation) (the "Company"), and Mellon Bank (East), N.A., as Rights Agent (the
"Rights Agent").
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement specifying the terms of the Rights (as defined therein); and
WHEREAS, the Company has determined that it should continue the
protection of the Rights Agreement for the benefit of its shareholders for an
additional forty days while it reviews whether or not to adopt a new rights
plan;
NOW, THEREFORE, in consideration of the promises and mutual agreements
set forth in the Rights Agreement and this Amendment, the parties hereby agree
as follows:
1. Pursuant to Section 27, the Company and the Rights Agent hereby
amend the Rights Agreement to provide that the Final Expiration Date, as set
forth in Section 7(a) of the Rights Agreement, shall be September 17, 1996.
2. The Rights Agreement, as amended above, is hereby ratified and
confirmed in all respects.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
ATTEST: ECC INTERNATIONAL CORP.
By: /s/ Melissa A. Stephens By: /s/ Relland M. Winand
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Title: Vice President - Finance
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ATTEST: MELLON BANK (EAST), N.A.
as Rights Agent
By: /s/ James E. Hagan By: /s/ Connie Cotter
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Title: Assistant Vice President
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