SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MULTIMEDIA, INC.
(Exact name of registrant as specified in its charter)
South Carolina 57-0173540
(State of incorporation or organization) (IRS Employer Identifi-
cation No.)
305 South Main Street
Greenville, S.C. 29601
(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the regis-
registration of a class of tration of a class of debt securi-
debt securities and is effec- ties and is to become effective
tive upon filing pursuant to simultaneously with the effective-
General Instruction A(c)(1) ness of a concurrent registration
please check the following statement under the Securities Act
box. of 1933 pursuant to General In-
struction 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 N/A
Securities to be registered pursuant to Section 12(g) of the
Act:
Common Share Purchase Rights
(Title of Class)<PAGE>
The undersigned registrant hereby amends Items 1 and
2 of its Registration Statement on Form 8-A, dated September
12, 1989, (the "Registration Statement") as set forth below.
Item 1. Description of Registrant's Securities to be
Registered.
The Board of Directors of Multimedia, Inc. (the
"Company") approved an amendment (the "Amendment"), dated as of
July 24, 1995, to the Rights Agreement, dated as of September
6, 1989, by and between the Company and Wachovia Bank of North
Carolina, N.A., successor rights agent to South Carolina
National Bank, as Rights Agent (the "Rights Agreement"). All
capitalized terms used below and not defined herein have the
meanings ascribed to them in the Rights Agreement.
The Amendment provides that neither Gannett Co.,
Inc., a Delaware corporation ("Acquiror"), nor Multimedia Talk
Channel, Inc., a Delaware corporation ("Sub"), nor any other
Person shall be deemed to be an Acquiring Person by virtue of
the Agreement and Plan of Merger, dated as of July 24, 1995,
among the Company, Acquiror and Sub, as it may be amended or
supplemented from time to time (the "Merger Agreement"), or by
virtue of any of the transactions contemplated by the Merger
Agreement. The Amendment also provides that (i) neither a
Distribution Date nor a Trigger Event shall be deemed to have
occurred by virtue of the Merger Agreement or by virtue of any
of the transactions contemplated by the Merger Agreement; (ii)
the Rights may not be exercised after the time immediately
prior to the effective time of the merger of the Company as
contemplated by and in accordance with the terms of the Merger
Agreement; and (iii) nothing in the Rights Agreement should be
construed to give any holder of Rights or any other Person any
legal or equitable rights, remedies or claims under the Rights
Agreement by virtue of the execution of the Merger Agreement or
by virtue of any of the transactions contemplated by the Merger
Agreement.
The foregoing description of the Amendment is quali-
fied in its entirety by reference to the full text of the
Amendment, which is attached hereto as Exhibit 1 and is incor-
porated herein by reference.<PAGE>
Item 2. Exhibits.
1. Amendment, dated as of July 24, 1995, between Multi-
media, Inc. and Wachovia Bank of North Carolina,
N.A., successor rights agent to South Carolina Na-
tional Bank.
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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 amendment to be signed on its be-
half by the undersigned, thereto duly authorized.
MULTIMEDIA, INC.
Date: July 27, 1995 By: /s/ Robert E. Hamby, Jr.
Name: Robert E. Hamby, Jr.
Title: Senior Vice President
and Chief Financial Officer
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EXHIBIT INDEX
Sequentially
Numbered
Exhibit No. Page
1. Amendment, dated as of July 24, 1995,
between Multimedia, Inc. and Wachovia
Bank of North Carolina, N.A., successor
rights agent to South Carolina National
Bank.
CONFORMED COPY
AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT (the "Amendment"), dated as of July
24, 1995, is between MULTIMEDIA, INC., a South Carolina
corporation (the "Company"), and WACHOVIA BANK OF NORTH
CAROLINA, N.A., successor rights agent to SOUTH CAROLINA
NATIONAL BANK (the "Rights Agent").
Recitals
A. The Company and the Rights Agent are parties to a
Rights Agreement dated as of September 6, 1989 (the "Rights
Agreement").
B. Gannett Co., Inc., a Delaware corporation,
Multimedia Talk Channel, Inc., a Delaware corporation ("Sub"),
and the Company are contemplating entering into an Agreement
and Plan of Merger (the "Merger Agreement") pursuant to which
Sub would be merged with and into the Company (the "Merger").
The Board of Directors of the Company has approved the Merger
Agreement and the Merger.
C. Pursuant to Section 27 of the Rights Agreement,
the Board of Directors of the Company has determined that an
amendment to the Rights Agreement as set forth herein is nec-
essary and desirable to reflect the foregoing and the Company
and the Rights Agent desire to evidence such amendment in
writing.
Accordingly, the parties agree as follows:
1. Amendment of Section 1(a). Section 1(a) of the
Rights Agreement is amended to add the following sentence at
the end thereof:
"Notwithstanding anything in this Rights Agreement to
the contrary neither Gannett Co., Inc., a Delaware corpo-
ration ("Acquiror"), nor Multimedia Talk Channel, Inc., a
Delaware corporation ("Sub"), nor any other Person shall
be deemed to be an Acquiring Person by virtue of Agreement
and Plan of Merger, to be entered into as of July 24,
1995, among the Company, Acquiror and Sub, as it may be
amended or supplemented from time to time (the "Merger
Agreement"), or by virtue of any of the transactions
contemplated by the Merger Agreement."
2. Amendment of Section 1(g). Section 1(g) of the
Rights Agreement is amended to add the following sentence at
the end thereof:<PAGE>
"Notwithstanding anything in this Rights Agreement to
the contrary, a Distribution Date shall not be deemed to
have occurred by virtue of the Merger Agreement or by
virtue of any of the transactions contemplated by the
Merger Agreement."
3. Amendment of Section 1(m). Section 1(m) of the
Rights Agreement is amended to add the following sentence at
the end thereof:
"Notwithstanding anything in this Rights Agreement to
the contrary, a Trigger Event shall not be deemed to have
occurred by virtue of the Merger Agreement or by virtue of
any of the transactions contemplated by the Merger Agree-
ment."
4. Amendment of Section 7(a). Section 7(a) of the
Rights Agreement is amended and restated to read in its en-
tirety as follows:
"(a) The registered holder of any Right Certificate
may exercise the Rights evidenced thereby (except as
otherwise provided herein) in whole or in part at any
time after the Distribution Date upon surrender of
the Right Certificate, with the form of election to
purchase on the reverse side thereof duly executed,
to the Rights Agent at the principal office of the
Rights Agent, together with payment of the Purchase
Price for each Common Share as to which the Rights
are exercised, at or prior to the earliest of (i) the
close of business on September 6, 1999 (the "Final
Expiration Date"), (ii) the time at which the Rights
are redeemed as provided in Section 23 hereof (the
"Redemption Date"), (iii) the time at which such
Rights are exchanged as provided in Section 24 hereof
and (iv) immediately prior to the effective time of
the merger of the Company as contemplated by and in
accordance with the terms of the Merger Agreement."
5. Amendment of Section 29. Section 29 of the
Rights Agreement is amended to add the following sentence at
the end thereof:
"Nothing in this Rights Agreement shall be construed
to give any holder of Rights or any other Person any legal
or equitable rights, remedies or claims under this Rights
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Agreement by virtue of the execution of the Merger Agree-
ment or by virtue of any of the transactions contemplated
by the Merger Agreement."
6. Effectiveness. This Amendment shall be deemed
effective as of July 24, 1995 as if executed on such date.
Except as amended hereby, the Rights Agreement shall remain in
full force and effect and shall be otherwise unaffected hereby.
7. Miscellaneous. This Amendment shall be deemed to
be a contract made under the laws of the State of South Caro-
lina and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts
to be made and performed entirely within such State. This
Amendment may be executed in any number of counterparts, each
of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute
but one and the same instrument. If any term, provision, cov-
enant or restriction of this Amendment is held by a court of
competent jurisdiction or other authority to be invalid, void
or unenforceable, the remainder of the terms, provisions, cov-
enants and restrictions of this Amendment shall remain in full
force and affect and shall in no way be affected, impaired or
invalidated.
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EXECUTED as of the date set forth above.
Attest: MULTIMEDIA, INC.
/s/ Alan D. Austin /s/ Robert E. Hamby, Jr.
Name: Alan D. Austin Name: Robert E. Hamby, Jr.
Title: Treasurer Title: Senior Vice President
WACHOVIA BANK OF NORTH CAROLINA,
N.A., Successor Rights Agent to
Attest: SOUTH CAROLINA NATIONAL BANK
/s/ Deborah N. Keaton /s/ Molly A. Long
Name: Deborah N. Keaton Name: Molly A. Long
Title: Assistant Secretary Title: Senior Vice President
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