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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SIGNATURE INNS, INC.
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(Exact name of registrant as specified in its charter)
Indiana 35-1426996
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(State of incorporation or organization) (I.R.S. employer
identification no.)
250 East 96th Street, Suite 450
Indianapolis, Indiana 46240
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(Address of principal executive offices) (zip code)
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<S> <C>
If this Form relates to the registration of If this Form relates to the registration of
a class of debt securities and is effective a class of debt securities and is to become
upon filing pursuant to General Instruction effective simultaneously with the
A(c)(1) please check the following box. [ ] effectiveness of a concurrent registration
statement under the Securities Act of 1933
pursuant to General Instruction A(c)(2)
please check the following box. [ ]
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each Class to be Name of each exchange on which each
so registered class is to be registered
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None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase Preferred Stock
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(Title of Class)
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The undersigned registrant hereby amends the following items and exhibits or
other portions of its Registration Statement on Form 8-A filed January 17, 1997
as follows:
Item 1. Description of Registrant's Securities to be Registered.
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Item 1 is hereby amended by adding the following paragraph:
Effective December 8, 1998, the Company amended and restated (the
"Second Amended and Restated Rights Agreement") the Amended and Restated Rights
Agreement dated as of January 17, 1997. The following paragraphs summarize the
principal amendments to the Second Amended and Restated Rights Agreement
effected through this amendment. Capitalized terms used without definition below
have the meanings assigned to them in the Second Amended and Restated Rights
Agreement.
1. ALLOWANCE FOR INADVERTENT ACQUISITIONS. The Second Amended and
Restated Rights Agreement excludes from the definition of Acquiring Person any
Person the Board of Directors determines to have inadvertently and in good faith
become an Acquiring Person and who promptly thereafter divests themselves of a
sufficient number of shares so as to no longer be an Acquiring Person.
2. REMOVAL OF CONTINUING DIRECTOR PROVISIONS. The Second Amended and
Restated Rights Agreement deletes the term Continuing Director in its entirety
and removes from the Rights Agreement all references to Continuing Director
decision-making, such decision-making now being vested in the Board of
Directors.
Item 2. Exhibits.
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1. Amended and Restated Rights Agreement, dated as of January 17,
1997, between Signature Inns, Inc. and Harris Trust and Savings
Bank, as Rights Agent, which includes as exhibits, the form of
Right Certificate and the Summary of Rights Agreement.
(Incorporated by reference to Exhibit 4.3 to Signature Inns,
Inc.'s Registration Statement on Form SB-2, File No. 333-12735.)
2. Second Amended and Restated Rights Agreement, dated as of December
8, 1998, between Signature Inns, Inc. and Harris Trust and Savings
Bank, as Rights Agent, which includes as exhibits the form of
Right Certificate and the Summary of Rights Agreement.
(Incorporated by reference to Exhibit 99.2 to Signature Inns,
Inc.'s Current Report on Form 8-K dated December 11, 1998)
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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, thereto duly authorized.
SIGNATURE INNS, INC.
Date: December 11, 1998 By: /s/ John D. Bontreger
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Name: John D. Bontreger
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Title: President and Secretary
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EXHIBIT INDEX
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1. Amended and Restated Rights Agreement, dated as of January 17,
1997, between Signature Inns, Inc. and Harris Trust and
Savings Bank, as Rights Agent, which includes as exhibits, the
form of Right Certificate and the Summary of Rights Agreement.
(Incorporated by reference to Exhibit 4.3 to Signature Inns,
Inc.'s Registration Statement on Form SB-2, File No.
333-12735.)
2. Second Amended and Restated Rights Agreement, dated as of
December 8, 1998, between Signature Inns, Inc. and Harris
Trust and Savings Bank, as Rights Agent, which includes as
exhibits the form of Right Certificate and the Summary of
Rights Agreement. (Incorporated by reference to Exhibit 99.2
to Signature Inns, Inc.'s Current Report on Form 8-K dated
December 11, 1998.)
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