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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-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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SEI Investments Company
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(Exact Name of Registrant as Specified in its Charter)
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Pennsylvania 23-1707341
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(State of Incorporation (IRS Employer
or Organization) Identification No.)
1 Freedom Valley Drive
Oaks, Pennsylvania 19456-1100
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(Address of Principal Executive Offices) (Zip Code)
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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. [X]
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. [_]
Securities Act registration statement file number to which this
form relates:_______________
(if applicable)
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
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Preferred Share Purchase Rights New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
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This statement relates to the registration of Preferred Share Purchase
Rights of SEI Investments Company, a Pennsylvania corporation (the "Company"),
on the New York Stock Exchange, Inc. ("NYSE"). Such Preferred Share Purchase
Rights are presently included in the Nasdaq National Market System ("Nasdaq").
Upon the commencement of listing on the NYSE, the Company intends to withdraw
its registration of the Preferred Share Purchase Rights on Nasdaq.
On December 10, 1998 the Board of Directors of SEI Investments Company (the
"Company") declared a dividend distribution of one Right for each outstanding
share of Common Stock, $.0l par value (each, a "Common Share") of the Company to
shareholders of record at the close of business on December 19, 1998. Each
Right entitles the registered holder to purchase from the Company a unit
consisting of one two-thousandths of a share (a "Unit") of the Series A Junior
Participating Preferred Shares, par value $.05 per share, of the Company (the
"Preferred Shares"), or a combination of securities and assets of equivalent
value, at a Purchase Price of $500 per Unit, subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and American Stock Transfer & Trust
Company, as Rights Agent.
Initially, ownership of the Rights will be evidenced by the Common Share
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. The Rights will separate from the Common
Shares and a Distribution Date will occur upon the earlier of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") is the beneficial owner of more than
20% of the outstanding Common Shares (the "Stock Acquisition Date"), or (ii) the
close of business on such date as may be fixed by the Board of Directors, which
date shall not be more than 65 days following the commencement of a tender offer
or exchange offer that would result in a person or group beneficially owning 20%
or more of the outstanding Common Shares. Until the Distribution Date, (i) the
Rights will be evidenced by the Common Share certificates and will be
transferred with and only with such Common Share certificates, (ii) new Common
Share certificates issued after December 19, 1998 will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender for
transfer of any certificates for Common Shares outstanding will also constitute
the transfer of the Rights associated with the Common Shares represented by such
certificate.
The Rights are not exercisable until the Distribution Date and will expire
at the close of business on December 19, 2008, unless earlier redeemed by the
Company as described below or unless a transaction under Section 13(d) of the
Rights Agreement has occurred.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Shares as of the close of
business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board of Directors, and except in connection with the exercise of employee
stock options or stock appreciation rights or under any other benefit plan for
employees or directors or in connection with the exercise of warrants or
conversion of convertible securities, only Common Shares issued after December
19, 1998 and prior to the Distribution Date will be issued with Rights.
Except in the circumstances described below, after the Distribution Date
each Right will be exercisable into one two-thousandths of a Preferred Share (a
"Preferred Share Fraction"). Each Preferred Share Fraction carries voting and
dividend rights that are intended to produce the equivalent of one
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Common Share. The voting and dividend rights of the Preferred Shares are subject
to adjustment in the event of dividends, subdivisions and combinations with
respect to the Common Shares of the Company. In lieu of issuing certificates for
Preferred Share Fractions which are less than an integral multiple of one
Preferred Share (i.e. 2,000 Preferred Share Fractions), the Company may pay cash
representing the Current market value of' the Preferred Share Fractions.
In the event that at any time following the Stock Acquisition Date, (i) the
Company is the surviving corporation in a merger with an Acquiring Person and
its Common Shares remain outstanding, (ii) a Person becomes the beneficial owner
of more than 50% of the then outstanding Common Shares other than pursuant to a
tender offer that provides fair value to all shareholders, (iii) a person has
acquired since December 19, 1998 beneficial ownership of 20% or more of the
Common Shares then outstanding, (iv) an Acquiring Person engages in one or more
"self-dealing" transactions as set forth in the Rights Agreement, or (v) during
such time as there is an Acquiring Person an event occurs that results in such
Acquiring Person's ownership interest being increased by more than 1% (e.g., a
reverse stock split), each holder of a Right will thereafter have the right to
receive, upon exercise, Common Shares (or, in certain circumstances, cash,
property or other securities of the Company) having a value equal to two times
the exercise price of the Right. In lieu of requiring payment of the Purchase
Price upon exercise of the Rights following any such event, the Company may
permit the holders simply to surrender the Rights, in which event they will be
entitled to receive Common Shares (and other property, as the case may be) with
a value of 50% of what could be purchased by payment of the full Purchase Price.
Notwithstanding any of the foregoing, following the occurrence of any of the
events set forth in clauses (i), (ii), (iii) or (iv) of this paragraph, all
Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person who was involved in
the transaction giving rise to any such event will be null and void. However,
Rights are not exercisable following the occurrence of any of the events set
forth above until such time as the Rights are no longer redeemable by the
Company as set forth below.
For example, at an exercise price of $500 per Right, each Right not
otherwise voided following an event set forth in the preceding paragraph would
entitle its holder to purchase $1,000 worth of Common Shares (or other
consideration, as noted above) for $500. Assuming that the Common Shares had a
per share value of $250 at such time, the holder of each valid Right would be
entitled to purchase four Common Shares for $500. Alternatively, the Company
could permit the holder to surrender each Right in exchange for stock or cash
equivalent to two Common Shares (with a value of $500) without the payment of
any consideration other than the surrender of the Right.
In the event that, at any time following the Stock Acquisition Date, (i)
the Company is acquired in a merger or other business combination transaction in
which the Company is not the surviving corporation (other than a merger that is
described in, or that follows a tender offer or exchange offer described in, the
second preceding paragraph), or (ii) 50% or more of the Company's assets or
earning power is sold or transferred, each holder of a Right (except Rights that
previously have been voided as set forth above) shall thereafter have the right
to receive, upon exercise, common shares of the Acquiring company having a value
equal to two times the exercise price of the Right. Again, provision is made to
permit surrender of the Rights in exchange for one-half of the value otherwise
purchasable. The events set forth in this paragraph and in the second preceding
paragraph are referred to as the "Triggering Events."
The Purchase Price payable, and the number of Units of Preferred Shares or
other securities or property issuable upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the
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Preferred Shares, (ii) if holders of the Preferred Shares are granted certain
rights or warrants to subscribe for Preferred Shares or convertible securities
at less than the current market price of the Preferred Shares, or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular quarterly dividends) or of subscription rights or
warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment
in cash will be made based on the market price of the Preferred Shares on the
last trading date prior to the date of exercise.
At any time until ten days following the Stock Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price of $.0l per
Right. That ten day redemption period may be extended by the Board of Directors
so long as the Rights are still redeemable. Under certain circumstances set
forth in the Rights Agreement, the decision to redeem will require the
concurrence of a majority of the Continuing Directors. Immediately upon the
action of the Board of Directors ordering redemption of the Rights, with, where
required, the concurrence of the continuing Directors, the Rights will terminate
and the only right of the holders of Rights will be to receive the $.0l
redemption price.
The term "Continuing Directors" means any member of the Board of Directors
of the Company who was a member of the Board prior to the date of the Rights
Agreement, and any person who is subsequently elected to the Board if such
person is recommended or approved by a majority of the Continuing Directors, but
shall not include an Acquiring Person, or an affiliate or associate of an
Acquiring Person, or any representative of the foregoing entities.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Preferred Shares (or other consideration) of the company or for
common shares of the acquiring company as set forth above.
Other than those provisions relating to the principal economic terms of the
Rights, any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board (in certain circumstances, with the concurrence of the Continuing
Directors) in order to cure any ambiguity, to make changes that do not adversely
affect the interests of holders of Rights (excluding the interests of any
Acquiring Person), or to shorten or lengthen any time period under the Rights
Agreement; provided, however, that no amendment to adjust the time period
governing redemption shall be made at such time as the Rights are not
redeemable.
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Item 2. Exhibits.
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The following Exhibits relating to the Company have been incorporated by
reference in copies of this registration statement.
1. Rights Agreement, dated as of December 10, 1998, between SEI
Investments Company and American Stock Transfer & Trust Company, as Rights Agent
(Incorporated by reference to Exhibit 4.2 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1998 (File No. 0-10200)).
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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 registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
SEI INVESTMENTS COMPANY
By: /s/ Lydia A. Gavalis
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Name: Lydia A. Gavalis
Title: Vice President
Dated: June 18, 1999
