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): July 7, 1999
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EIS International, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-20329 06-1017599
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(Commission File Number) (IRS Employer Identification No.)
555 Herndon Parkway, Herndon, Virginia 20170
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(Address of principal executive offices) (Zip Code)
(703) 326-6400
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Registrant's Telephone Number, Including Area Code
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
By an Agreement of Amendment dated as of July 7, 1999 (the "Amendment"),
EIS International, Inc. (the "Registrant") and BankBoston, N.A. as Rights Agent
have amended the Rights Agreement dated as of May 16, 1997 (the "Rights
Agreement"). The Rights Agreement contains a description and terms of the
preferred stock purchase rights (the "Rights") which were the subject of a
dividend declared by the Registrant's Board of Directors on May 16, 1997. Each
of the Rights, issued as a dividend to Common Stockholders of record at the
close of business on May 27, 1997, entitles the registered holder, under the
terms and conditions described in the Rights Agreement, to purchase from the
Registrant a unit consisting of one one-thousandth of a share of Series A Junior
Participating Preferred Stock, $.01 par value, at a purchase price of $20 in
cash per unit, subject to adjustment. The Rights are not exercisable until the
Distribution Date as described in the Rights Agreement. The Rights may be
redeemed by action of the Board of Directors, at a price of $.01 per Right, and
upon such action of the Board of Directors the Rights will terminate, as
described in, and subject to the terms and conditions of, the Rights Agreement.
The Rights Agreement contained certain provisions requiring that actions of
the Board of Directors redeeming the Rights or taking certain other actions with
respect to the Rights may be taken only if there are at least two Continuing
Directors (as defined in the Rights Agreement) then in office and a majority of
the Continuing Directors approve such action. The Rights Agreement also
contained certain provisions to the effect that a tender offer meeting certain
requirements, (a "Permitted Offer") would not cause the Rights to be
exercisable. Such requirements included the provision that the offer be
determined to be fair is to price and in the best interests of the Registrant
and its stockholders by a majority of the members of the Board of Directors who
are not officers of the Company nor representatives, nominees, Affiliates or
Associates of an Acquiring Person (as such terms are defined in the Rights
Agreement). The Amendment eliminates the provisions of the Rights Agreement
relating to Continuing Directors and Permitted Offer.
The Rights are further described in the Report of the Registrant on Form
8-K dated May 28, 1997, and in the Rights Agreement filed with the Securities
and Exchange Commission as Exhibit 1 to the Registrant's Registration Statement
on Form 8-A filed on May 28, 1997.
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SIGNATURE
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 hereunto duly authorized.
Date: July 7, 1999 EIS INTERNATIONAL, INC.
(Registrant)
By: /s/James E. McGowan
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James E. McGowan
President and
Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit
Number Description
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4.2 Amendment, dated as of July 7, 1999, to Rights
Agreement, dated as of May 16, 1997, between the
Registrant and BankBoston, N.A., as Rights Agent.
AMENDMENT NO. 1
DATED AS OF JULY 7, 1999
TO RIGHTS AGREEMENT
DATED AS OF MAY 16, 1997
WHEREAS, on May 16, 1997, the Board of Directors of EIS International,
Inc., a Delaware corporation (the "Company'"), declared a dividend of one
preferred stock purchase right (a "Right") for each outstanding share of the
Company's common stock, $.01 par value per share; and
WHEREAS, the Company has entered into a certain Rights Agreement dated as
of May 16, 1997 (the "Rights Agreement") with BankBoston, N.A., a national
banking association, as Rights Agent (the "Rights Agent") setting forth the
terms and conditions attaching to such Rights including among other things the
circumstances under which the Rights may be redeemed or terminated; and
WHEREAS, the parties have agreed to amend the Rights Agreement so as to
delete certain provisions referring to "Continuing Directors" and "Permitted
Offer" as defined in the Rights Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth and in the Rights Agreement, the parties hereto agree as
follows:
1. The Rights Agreement is hereby amended as follows:
(a) Section 1 ("Certain Definitions") is hereby amended as follows:
(i) by deleting in paragraph (e) thereof, the definition of
"Business Day", the phrase "State of New York" and substituting
therefor the phrase, "Commonwealth of Massachusetts";
(ii) by deleting in paragraph (f) thereof, the definition of
"Close of business", the phrase "New York" each time it appears
and substituting therefor the word, "Eastern",
(iii) by deleting in paragraph (i) thereof, the definition
of "Continuing Director", and substitute therefor: "(i)
intentionally omitted"; and
(iv) by deleting in paragraph (p) thereof, the definition of
"Permitted Offer", and substitute therefor: "(p) intentionally
omitted".
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(b) Subsection (a) of Section 7 ("Exercise of Rights; Purchase Price;
Expiration Date of Rights") is hereby amended by deleting clause (ii)
thereof which reads "(ii) the time at which the Rights expire as provided
in Section 13(d) hereof,", and renumbering clause (iii) as clause (ii).
(c) Clause (ii) of subsection (a) of Section 11 ("Adjustment of
Purchase Price, Number and Kind of Shares or Number of Rights") is hereby
amended by deleting the parenthetical phrase "(other than pursuant to a
Permitted Offer.)"
(d) Subsection (d) of Section 13 ("Consolidation, Merger or Sale or
Transfer of Assets or Earning Power") is hereby deleted in its entirety.
(e) Subsection (a) of Section 23 ("Redemption and Termination") is
hereby amended by deleting clauses (i)(C) and (ii)(C), so that said Section
23(a) shall read in its entirety as follows:
(a) The Board of Directors of the Company may, at its option, at
any time prior to the earlier of (i) the close of business on the tenth day
following the Stock Acquisition Date (or, if the Stock Acquisition Date
shall have occurred prior to the Record Date, the close of business on the
tenth day following the Record Date) or (ii) the Final Expiration Date,
redeem all but not less than all the then outstanding Rights at a
redemption price of $.01 per Right, as such amount may be appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof (such redemption price being hereinafter
referred to as the "Redemption Price"). The redemption of the Rights by the
Board may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may establish.
Notwithstanding the foregoing if, following the occurrence of a Stock
Acquisition Date and following the expiration of the right of redemption
set forth above in this Section 23(a), either (i)(A) a Person who is an
Acquiring Person shall have transferred or otherwise disposed of a number
of shares of Common Stock in one transaction or series of transactions, not
directly or indirectly involving the Company or any of its Subsidiaries,
such that such Person is thereafter a Beneficial Owner of 10% or less of
the outstanding shares of Common Stock, and (B) there are no other Persons,
immediately following the occurrence of the event described in clause (A),
who are Acquiring Persons, or (ii)(A) the Board approves the consolidation,
merger or other combination of the Company with or into, or the sale or
other transfer (either by the Company or one or more of its Subsidiaries),
in one transaction or a series of related transactions, of more than 50% of
the assets or earning power of the Company and its Subsidiaries (taken as a
whole), to a Person other than the Acquiring Person (or any Associate or
Affiliate of such Acquiring Person) who caused the occurrence of such Stock
Acquisition Date, and (B) the Board of Directors of the Company, as part of
the
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approval of such an event described in the preceding clause (ii)(A),
approves the reinstatement of the right of redemption pursuant to this
Section 23, then, in either such case, the right of redemption shall be
reinstated and thereafter be subject to the provisions of this Section 23.
Notwithstanding anything contained in this Agreement to the contrary, the
Rights shall not be exercisable after the first occurrence of a Section
11(a)(ii) Event until such time as the Company's right of redemption
hereunder has expired."
(f) Subsection (a) of Section 24 ("Exchange") is hereby amended by
deleting the last sentence thereof.
(g) Section 26 ("Notices") is hereby amended by changing the address
of the Rights Agent to read as follows:
"BankBoston, N.A.
c/o EquiServe Limited Partnership
150 Royall Street
Canton, MA 02021
Attention: Client Administration"
(h) Section 27 ("Supplements and Amendments") is hereby amended to
read as follows:
"Section 27. Supplements and Amendments. Except as provided in the
penultimate sentence of this Section 27, prior to the Distribution Date, the
Company may, in its sole and absolute discretion, and the Rights Agent shall, if
the Company so directs, supplement or amend any provision of this agreement in
any respect without the approval of any holders of the Rights. At any time when
the Rights are no longer redeemable, the Company may, and the Rights Agent
shall, if the Company so directs, supplement or amend this Agreement without the
approval of any holders of Rights in order to change or supplement the
provisions hereunder in any manner which the Company may deem necessary or
desirable, provided that no such supplement or amendment shall adversely affect
the interests of the holders of Rights as such (other than an Acquiring Person
or an Affiliate or Associate of an Acquiring Person); and provided further, that
this Agreement may not be supplemented or amended to shorten or lengthen any
time period hereunder unless such shortening or lengthening is for the purpose
of protecting, enhancing or clarifying the rights of, and/or the benefits to,
the holders of Rights, and provided, further, that in any case this Agreement
may not be supplemented or amended to lengthen the time period relating to when
the Rights may be redeemed at such time as the Rights are not then redeemable.
Upon the delivery of a certificate from an appropriate officer of the Company
which states that the proposed supplement or amendment is in compliance with the
terms of this Section 27, the Rights Agent shall execute such supplement or
amendment. Notwithstanding anything contained in this Agreement to the contrary,
no supplement or amendment shall be
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made which changes the Redemption Price, the Final Expiration Date, the Purchase
Price or the number of one-thousands of a share of Preferred Stock for which a
Right is exercisable. Prior to the Distribution Date, the interests of the
holders of Rights shall be deemed coincident with the interests of the holders
of Common Stock."
(i) Exhibit C to the Rights Agreement ("Summary of Rights to Purchase
Preferred Stock") is hereby amended as follows:
(i) by deleting in the fifth paragraph thereof the phrase
"unless the event causing the 20% threshold to be crossed is a
Permitted Offer (as defined in the Rights Agreement)".
(ii) by deleting in clause (i) of the seventh paragraph
thereof the parenthetical phrase "(other than a merger which
follows a Permitted Offer)".
(iii) by deleting in the ninth paragraph thereof the phrase
"and subject to certain [sic] the concurrence of a majority of
the Continuing Directors (as defined in the Rights Agreement)".
2. All capitalized terms not defined herein shall have the meanings ascribed to
them in the Rights Agreement.
3. Except as specifically provided herein, the Rights Agreement remains in full
force and effect without modification.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 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: EIS INTERNATIONAL, INC.
By: /s/Robin L. Pylypko By: /s/James E. McGowan
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Name: Robin L. Pylypko Name: James E. McGowan
Title: Executive Assistant President and
Chief Executive Officer
Attest: BankBoston, N.A.
By: /s/Angela R. Dray By: /s/Tyler Haynes
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Name: Angela R. Dray Name: Tyler Haynes
Title: Account Manager Title: Director, Client Services
