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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
on
FORM 8-A/A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
APERTUS TECHNOLOGIES INCORPORATED
(Exact name of registrant as specified in its charter)
Minnesota 41-1349953
(State of incorporation or organization) (I.R.S. Employer Identification No.)
7275 Flying Cloud Drive, Eden Prairie, Minnesota 55344
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [_]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [_]
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
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock Purchase Rights
(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
The response to Item 1 of the Registration Statement on Form 8-A of
Apertus Technologies Incorporated, formerly Lee Data Corporation (the
"Company"), dated October 2, 1986, is hereby amended by incorporating the
following paragraphs.
On September 4, 1996, the Company amended and restated the Rights
Agreement between the Company and Norwest Bank Minneapolis, N.A., as Rights
Agent (the "Rights Agent"), dated as of September 18, 1986 (the "Prior
Agreement"). Described below are the more significant amendments set forth in
the Amended and Restated Rights Agreement, a copy of which is attached hereto as
Exhibit 1 (the "Amended Agreement"). The Amended Agreement sets forth the
description and the terms of the rights (the "Rights") held by holders of the
Company's common stock, par value $.05 per share (the "Common Stock"), to
purchase one-half of one share of the Common Stock. Capitalized terms used in
the summary below have the meanings given to them in the Amended Agreement.
The definition of an Acquiring Person in Section 1(a) of the Prior
Agreement was amended to (i) reduce from 20% to 15% the percentage ownership of
outstanding Common Stock required for an "Acquiring Person" and (ii) add an
exception with respect to an offer approved by the Board of Directors.
Section 7(a) of the Prior Agreement was amended to change the Final
Expiration Date from October 1, 1996 to September 4, 2006.
Section 7(b) of the Prior Agreement was amended to change the Purchase
Price for each one-half share of Common Stock acquired pursuant to the exercise
of a Right from $20.00 to $7.50.
The redemption provisions of Section 23 of the Prior Agreement were
amended to (i) provide that the Board of Directors may, at its option, redeem
all outstanding rights at any time prior to the earlier of the Stock Acquisition
Date or the Final Expiration Date and (ii) eliminate certain reinstatement
rights for an Acquiring Person.
A new Section 24 was added to the Prior Agreement to include an
exchange feature, whereby the Board of Directors of the Company may, at its
option, at any time after any Person becomes an Acquiring Person, exchange all
or part of the then outstanding and exercisable Rights (which shall not include
Rights that have become void pursuant to the provisions of Section 7(e)) for
Common Stock, provided, however, that the Board of Directors shall not be
empowered to effect such exchange at any time after any Person (other than an
Exempt Person), together with all Affiliates and Associates of such Person,
becomes the Beneficial Owner of 50% or more of the then outstanding shares of
Common Stock.
Exhibit A of the Agreement, the Form of Right Certificate, was amended
to reflect the various changes in the Amended Agreement.
The foregoing description of the Amended Agreement does not purport to
be complete and is qualified in its entirety by reference to the Amended
Agreement, which is incorporated herein by reference.
Item 2. Exhibits.
1. Amended and Restated Rights Agreement between the Company and Norwest
Bank Minnesota, National Association, amended and restated as of
September 4, 1996, including the amended and restated Form of Right
Certificate attached as Exhibit A thereto (incorporated by reference
to Exhibit 4 to the Company's Form 8-K Current Report filed September
5, 1996, SEC file number 0-12378)
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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.
Dated: September 5, 1996
APERTUS TECHNOLOGIES INCORPORATED
By /s/ Julie Cummins Brady
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Julie Cummins Brady
Vice President, Secretary and General Counsel
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INDEX TO EXHIBITS
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Exhibits
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1. Amended and Restated Rights Agreement between the Company and Norwest
Bank Minnesota, National Association, amended and restated as of
September 4, 1996, including the amended and restated Form of Right
Certificate attached as Exhibit A thereto (incorporated by reference
to Exhibit 4 to the Company's Form 8-K Current Report filed
September 5, 1996, SEC file number 0-12378)
