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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1 to
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 23-1701520
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(State of incorporation or organization (I.R.S. Employer Identification No.)
Great Valley Corporate Center
4 Country View Road
Malvern, Pennsylvania 19355
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(Address of principal executive offices) (zip code)
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), check the following box. [ ]
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), check the following box. [ X ]
Securities Act registration statement file number to which this form
relates: 333-37551
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
CONVERTIBLE SUBORDINATED DEBENTURES DUE 2004
(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities To Be Registered.
Incorporated by reference to the Section entitled "Description of
Debentures" contained in the Registrant's Registration Statement on Form S-3
filed with the Commission on October 9, 1997, File No. 333-37551.
Item 2. Exhibits.
3.1 Restated Certificate of Incorporation (incorporated by reference
to Exhibit 3.1 to the Registrant's Registration Statement on Form S-3 filed with
the Commision on September 1, 1993, File No. 33-65974).
3.2 By-laws (incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-3 filed with the Commision on
September 1, 1993, File No. 33-65974).
4. Form of Indenture relating to % Convertible Subordinated
Debentures due 2004, including Form of Debenture (incorporated by reference to
Exhibit 4 to the Registrant's Registration Statement on Form S-3 filed with the
Commission on October 9, 1997, File No. 333-37551).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, Registrant has duly caused this Amendment No. 1 to the Registration
Statement on Form 8-A to be signed on its behalf by the undersigned, thereto
duly authorized.
Registrant:
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
By: /s/ Richard A. Blumenthal
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Richard A. Blumenthal
Senior Vice President, General Counsel
and Secretary
Date: October 15, 1997
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EXHIBIT INDEX
Number and
Description
of Exhibit
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1 DESCRIPTION OF DEBENTURES
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DESCRIPTION OF DEBENTURES
The Debentures are to be issued under an Indenture, dated as of October
15, 1997 (the "Indenture"), between the Company and First Union National Bank,
as Trustee (the "Trustee"). A copy of the Indenture substantially in the form
in which it is to be executed has been filed as an exhibit to the Registration
Statement. The following summarizes the material provisions of the Indenture
and is subject to, and qualified in its entirety by reference to, all the
provisions of the Indenture, including the definition therein of certain terms.
Wherever particular articles, sections or defined terms of the Indenture are
referred to, it is intended that such articles, sections or defined terms shall
be incorporated herein by reference.
General
The Debentures will be limited to $60,000,000 aggregate principal amount
(or $69,000,000 aggregate principal amount assuming exercise in full of the
Underwriters' over-allotment option), will be unsecured subordinated
obligations of the Company, and will mature on October 15, 2004. The Debentures
will bear interest from October , 1997 at the rate per annum shown on the
cover page of this Prospectus. Interest will be payable semi-annually on April
15 and October 15 of each year ("Interest Payment Dates"), subject to certain
exceptions, commencing April 15, 1998, to the person in whose name the
Debenture is registered at the close of business on the first day of April or
October, as the case may be ("Regular Record Date"), next preceding such
Interest Payment Date. Principal of, premium, if any, and interest on the
Debentures will be payable, and the Debentures will be convertible and
exchangeable and transfers thereof will be registrable, at the office of the
Trustee or the office or agency of the Company maintained for such purpose in
the City of Philadelphia or New York and at any other office or agency
maintained by the Company for such purpose, provided that at the option of the
Company, payment of interest may be made by check mailed to the address of the
person entitled thereto as it appears in the Debenture Register. All payments
of interest and principal will be made in United States Dollars. (Sections
3.01, 3.05, 3.07, 10.02, 12.02 and 13.01)
The Debentures will be issued only in registered form without coupons in
denominations of $1,000 or any integral multiple thereof. (Section 3.02) No
service charge will be made for any registration of transfer or exchange of
Debentures, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. (Section
3.05)
Conversion Rights
The Debentures will be convertible into Common Stock at any time prior to
redemption (except as set forth in the following sentence) or maturity,
initially at the conversion price stated on the cover page hereof. The right to
convert Debentures called for redemption will terminate at the close of
business on the Business Day immediately preceding a Redemption Date and will
be lost if not exercised prior to that time. (Section 12.01) See "Optional
Redemption."
Debentures surrendered for conversion during the period from the close of
business on any Regular Record Date next preceding any Interest Payment Date to
the opening of business on such Interest Payment Date (except Debentures called
for redemption on a Redemption Date within such period) must be accompanied by
payment of an amount equal to the interest thereon which the registered Holder
is to receive. No other adjustment for interest or dividends is to be made upon
conversion. (Sections 3.07 and 12.02) Fractional shares of Common Stock will
not be issued upon conversion, but in lieu thereof, the Company will pay a cash
adjustment based upon market price. (Section 12.03)
The Conversion Price is subject to adjustment (under formulae set forth in
the Indenture) under certain circumstances, including: (i) the issuance of
Common Stock as a dividend or distribution on Common Stock; (ii) the issuance
to all holders of Common Stock of rights or warrants entitling them to
subscribe for or purchase Common Stock at a price per share less than the
Current Market Price; (iii) certain subdivisions and combinations of Common
Stock; (iv) the issuance as a dividend or distribution to all holders of Common
Stock of shares of capital stock of the Company (other than Common Stock) or
evidences of indebtedness, cash or other assets of the Company (including
securities, but excluding those rights, warrants, dividends and distributions
referred to above and dividends and distributions in connection with the
liquidation, dissolution or winding up of the
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Company or paid exclusively in cash); (v) dividends or other distributions
consisting exclusively of cash (excluding any cash portion of distributions
referred to in clause (iv)) to all holders of Common Stock to the extent such
distributions, combined with (A) all such all-cash distributions made within
the preceding 12 months in respect of which no adjustment has been made, plus
(B) any cash and the fair market value of other consideration payable in
respect of any tender offers by the Company or any of its subsidiaries for
Common Stock concluded within the preceding 12 months in respect of which no
adjustment has been made, exceeds 10% of the Company's market capitalization
(being the product of the then current market price of the Common Stock times
the number of shares of Common Stock then outstanding) on the record date for
such distribution; and (vi) the purchase of Common Stock pursuant to a tender
offer made by the Company or any of its subsidiaries to the extent that the
aggregate consideration, together with (X) any cash and the fair market value
of any other consideration payable in any other tender offer expiring within
the 12 months preceding such tender offer in respect of which no adjustment has
been made, plus (Y) the aggregate amount of any such all-cash distributions
referred to in clause (v) above to all holders of Common Stock within the 12
months preceding the expiration of such tender offer in respect of which no
adjustments have been made, exceeds 10% of the Company's market capitalization
on the expiration of such tender offer. (Section 12.04) In the case of certain
consolidations or mergers to which the Company is a party or the conveyance or
transfer of the properties and assets of the Company substantially as an
entirety, each Debenture then outstanding would, without the consent of any
Holders of Debentures, become convertible only into the kind and amount of
securities, cash and other property receivable upon such consolidation, merger,
conveyance or transfer by a holder of the number of shares of Common Stock into
which the Debenture might have been converted immediately prior to such
consolidation, merger, conveyance or transfer, assuming such holder of Common
Stock failed to exercise his rights of election, if any, as to the kind or
amount of securities, cash and other property receivable upon the
consolidation, merger, conveyance or transfer (provided that if the kind or
amount of securities, cash or other property so receivable is not the same for
each non-electing share, the kind and amount so receivable by each non-electing
share shall be deemed to be the kind and amount so receivable per share by a
plurality of the non-electing shares). (Section 12.10)
Subordination of Debentures
The Debentures will be subordinated and subject, to the extent and in the
manner set forth in the Indenture, to the prior payment in full of all Senior
Indebtedness. (Section 13.01) Senior Indebtedness is defined to include the
principal of, premium, if any, interest and other amounts due on any
indebtedness, whether now outstanding or hereafter created, incurred, assumed
or guaranteed by the Company, for money borrowed from others (including
obligations under capitalized leases or purchase money indebtedness) or in
connection with the acquisition by the Company or a Subsidiary of any other
business or entity, or in respect of letters of credit or bid, performance or
surety bonds issued for the account or on the credit of the Company or a
Subsidiary, and, in each case, all renewals, extensions and refundings thereof,
other than (i) any such indebtedness as to which, in the instrument creating or
evidencing the same, it is provided that such indebtedness is not superior in
right of payment to the Debentures, (ii) indebtedness of the Company to any
Affiliate and (iii) the Debentures. (Section 1.01) At September 30, 1997, the
Company had approximately $1,975,000 of outstanding indebtedness that would
have constituted Senior Indebtedness under the Indenture. The Indenture does
not limit the amount of Senior Indebtedness that the Company may incur.
No payments of principal of, premium, if any, or interest on the
Debentures may be made and no Debentures may be redeemed, retired or purchased
if the Company is then in default in the payment of any Senior Indebtedness or
if at the time any other Event of Default under the terms of any Senior
Indebtedness exists permitting acceleration thereof. Upon any payment or
distribution of assets of the Company in the event of any insolvency,
reorganization, liquidation or similar proceeding, all Senior Indebtedness must
be repaid in full (including any interest thereon accruing after the
commencement of any proceeding) before the Holders will be entitled to receive
or retain any payment. If the Debentures are declared due and payable before
their Stated Maturity because of the occurrence of an Event of Default, no
payment may be made in respect of the Debentures unless and until all Senior
Indebtedness shall have been paid in full. (Section 13.02)
By reason of such subordination, in the event of insolvency, creditors of
the Company who are holders of Senior Indebtedness may recover more, ratably,
than Holders, and creditors of the Company who are neither holders of Senior
Indebtedness nor Holders may recover less, ratably, than holders of Senior
Indebtedness and may recover more, ratably, than Holders.
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Optional Redemption
The Debentures will be redeemable upon not less than 30 nor more than 60
days' notice by mail at any time, as a whole or in part, at the election of the
Company, at a Redemption Price equal to the percentage of the principal amount
set forth below if redeemed in the 12-month period beginning October 15 of the
years indicated:
Redemption Redemption
Year Price Year Price
---- ---------- ---- -----------
2000 2002
2001 2003
and thereafter at a Redemption Price equal to 100% of the principal amount,
with accrued interest to the Redemption Date (subject to the right of Holders
of record on Regular Record Dates to receive interest due on an Interest
Payment Date), provided that the Company may not redeem any Debentures prior to
October 15, 2000. (Sections 2.03, 11.01, 11.04, 11.05 and 11.06)
Certain Rights to Require Repurchase of Debentures by the Company
In the event of any Change in Control (as defined below) of the Company
occurring after the date of issuance of the Debentures and on or prior to
Maturity, each Holder of Debentures will have the right, at the Holder's
option, to require the Company to repurchase all or any part of the Holder's
Debentures on the date (the "Repurchase Date") that is 75 days after the date
the Company gives notice of the Change in Control as described below at a price
(the "Repurchase Price") equal to 100% of the principal amount thereof,
together with accrued and unpaid interest to the Repurchase Date. (Section
14.01) On or prior to the Repurchase Date, the Company shall deposit with the
Trustee or a Paying Agent an amount of money sufficient to pay the Repurchase
Price of the Debentures which are to be repaid on the Repurchase Date. (Section
14.03) Neither the Board of Directors of the Company nor the Trustee, acting
alone or together, can modify or waive this required repurchase of the
Debentures.
Failure by the Company to repurchase the Debentures when required under
the preceding paragraph will result in an Event of Default under the Indenture
whether or not such repurchase is permitted by the subordination provisions of
the Indenture. (Section 5.01)
On or before the 15th day after the occurrence of a Change in Control, the
Company is obligated to mail to all Holders a notice of the event constituting
and the date of such Change in Control, the Repurchase Date, the date by which
the repurchase right must be exercised, the Repurchase Price for Debentures,
and the procedures which a Holder must follow to exercise a repurchase right.
To exercise the repurchase right, a Holder of a Debenture must deliver, on or
before the 10th day prior to the Repurchase Date, written notice to the Company
(or an agent designated by the Company for such purpose) and to the Trustee of
the Holder's exercise of such right, together with the certificates evidencing
the Debentures with respect to which the right is being duly exercised, duly
endorsed for transfer. (Section 14.02)
A "Change in Control" shall occur when: (i) all or substantially all of
the Company's assets are sold as an entirety to any person or related group of
persons; (ii) there shall be consummated any consolidation or merger of the
Company (A) in which the Company is not the continuing or surviving corporation
(other than a consolidation or merger with a wholly owned subsidiary of the
Company in which all shares of Common Stock outstanding immediately prior to
the effectiveness thereof are changed into or exchanged for the same
consideration) or (B) pursuant to which the Common Stock is converted into
cash, securities or other property, in each case other than a consolidation or
merger of the Company in which the holders of the Common Stock immediately
prior to the consolidation or merger have, directly or indirectly, at least a
majority of the common stock of the continuing or surviving corporation
immediately after such consolidation or merger, or (iii) any person, or any
persons acting together which would constitute a "group" for purposes of
Section 13(d) of the Exchange Act, together with any Affiliates thereof, shall
acquire beneficial ownership (as defined in Rule 13d-3 under the Exchange Act)
of at least 50% of the total voting power of all classes of capital stock of
the Company entitled to vote generally in the election of directors of the
Company. Notwithstanding clause (iii) of the foregoing definition, a Change in
Control shall not be deemed to have occurred solely by virtue of the Company,
any Subsidiary, any employee stock purchase plan, stock option plan or other
stock incentive plan or program, retirement
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plan or automatic dividend reinvestment plan or any substantially similar plan
of the Company or any Subsidiary or any person holding securities of the
Company for or pursuant to the terms of any such employee benefit plan, filing
or becoming obligated to file a report under or in response to Schedule 13D or
Schedule 14D-1 (or any successor schedule, form or report) under the Exchange
Act disclosing beneficial ownership by it of shares or securities of the
Company, whether in excess of 50% or otherwise. (Section 14.05) A
recapitalization or a leveraged buyout or similar transaction involving members
of Management or their Affiliates will constitute a Change in Control if it
meets the foregoing definition.
Notwithstanding the foregoing, a Change in Control as described above
shall not be deemed to have occurred if (i) the Current Market Price of the
Common Stock on the date of a Change in Control is at least equal to 105% of
the Conversion Price of the Debentures in effect immediately preceding the time
of such Change in Control, or (ii) all of the consideration (excluding cash
payments for fractional shares) in the transaction giving rise to such Change
in Control to the holders of Common Stock consists of shares of common stock
that are, or immediately upon issuance will be, listed on a national securities
exchange or quoted on the Nasdaq National Market, and as a result of such
transaction the Debentures become convertible solely into such common stock, or
(iii) the consideration in the transaction giving rise to such Change in
Control to the holders of Common Stock consists of cash or securities that are,
or immediately upon issuance will be, listed on a national securities exchange
or quoted on the Nasdaq National Market, or a combination of cash and such
securities, and the aggregate fair market value of such consideration (which,
in the case of such securities, shall be equal to the average of the daily
Closing Price of such securities during the 10 consecutive trading days
commencing with the sixth trading day following consummation of such
transaction) is at least 105% of the Conversion Price of the Debentures in
effect on the date immediately preceding the Closing Date of such transaction.
(Section 14.05)
There is no definition of the phrase "all or substantially all" as applied
to the Company's assets and used in the definition of Change in Control in the
Indenture, and there is no clear definition of such phrase under applicable
law. As a result of the uncertainty of the meaning of this phrase, in the event
the Company were to sell a significant amount of its assets, the Holders and
the Company may disagree over whether the sale gave rise to the right of
Holders to require the Company to repurchase the Debentures. In such case, the
Holders would likely not be able to require the Company to repurchase unless
and until the disagreement were resolved in favor of the Holders.
The right to require the Company to repurchase Debentures as a result of
the occurrence of a Change in Control could create an Event of Default under
Senior Indebtedness, as a result of which any repurchase could, absent a
waiver, be blocked by the subordination provisions of the Debentures. See
"Subordination of Debentures." The Company's ability to pay cash to the Holders
upon a repurchase may be limited by certain financial covenants contained in
the Company's Senior Indebtedness.
In the event a Change in Control occurs and the Holders exercise their
rights to require the Company to repurchase Debentures, the Company intends to
comply with applicable tender offer rules under the Exchange Act, including
Rules 13e-4 and 14e-1, as then in effect, with respect to any such purchase.
The Change in Control purchase feature of the Debentures may in certain
circumstances make more difficult or discourage a takeover of the Company and,
thus, the removal of incumbent Management. The Change in Control purchase
feature, however, is not the result of Management's knowledge of any specific
effort to accumulate shares of Common Stock or to obtain control of the Company
by means of a merger, tender offer, solicitation or otherwise, or part of a
plan by Management to adopt a series of antitakeover provisions. Instead, the
Change in Control purchase feature is a standard term contained in other
similar debt offerings and the specific terms of this feature result from
negotiations between the Company and the Underwriters. Management has no
present intention to engage in a transaction involving a Change in Control.
The foregoing provisions would not necessarily afford Holders protection
in the event of highly leveraged or other transactions involving the Company
that may adversely affect Holders.
Sinking Fund
There will be no sinking fund established for the retirement of the
Debentures.
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Modification of the Indenture
Modifications and amendments of the Indenture may be made by the Company
and the Trustee with the consent of the Holders of two-thirds in principal
amount of the Outstanding Debentures provided that no such modification or
amendment may, without the consent of the Holder of each Outstanding Debenture
affected thereby, (i) change the stated maturity date of the principal of, or
any installment of interest on, the Debentures, (ii) reduce the principal
amount of, the rate of interest thereon, or any premium payable on, any
Debentures, (iii) change the place of payment where, or the coin or currency in
which, any Debenture or any payment or the interest thereon is payable, (iv)
impair the right to institute suit for the enforcement of any such payment when
due, (v) adversely affect the conversion rights of the Holders, (vi) modify the
provisions of the Indenture with respect to the subordination of the Debentures
in a manner adverse to the Holders, (vii) adversely affect the right to require
the Company to repurchase Debentures on a Change in Control, or (viii) reduce
the percentage in principal amount of Debentures the consent of whose Holders
is required for modification or amendment of the Indenture or for waiver of
compliance with certain provisions of the Indenture or for waiver of certain
defaults. (Section 9.02)
Events of Default; Notice and Waiver
The following are to be Events of Default: (i) default in the payment of
any interest, continued for 30 days; (ii) default in the payment of principal
or premium, if any, when due; (iii) default in the payment of the Repurchase
Price in respect of any Debenture on the Repurchase Date in accordance with the
Indenture; (iv) default in the performance of any other covenant continued for
60 days after written notice to the Company as provided in the Indenture; (v)
default in respect of indebtedness of the Company for money borrowed which
results in acceleration of the maturity of $1 million or more of indebtedness,
if such acceleration is not rescinded or indebtedness discharged within 30 days
after written notice to the Company as provided in the Indenture; and (vi)
certain events in bankruptcy, insolvency or reorganization. (Section 5.01) If
any Event of Default shall happen and be continuing, the Trustee or the Holders
of not less than 25% in principal amount of the Outstanding Debentures may
declare the Debentures due and payable immediately. (Section 5.02) At any time
after a declaration of acceleration with respect to the Debentures has been
made, but before a judgment or decree based on acceleration has been obtained,
the Holders of a majority in principal amount of the Outstanding Debentures
may, under certain circumstances, rescind and annul such acceleration. (Section
5.02)
No Holder will have any right to institute any proceeding with respect to
the Indenture or for any remedy under the Indenture unless (i) the Holder
previously has given to the Trustee written notice of a continuing Event of
Default, (ii) the Holders of not less than 25% in principal amount of the
Outstanding Debentures have made written request, and offered reasonable
indemnity, to the Trustee to institute proceedings as trustee, and (iii) within
60 days after such request, the Trustee has neither instituted such proceeding
nor received from the Holders of a majority in aggregate principal amount of
the Outstanding Debentures a direction inconsistent with the request. (Section
5.07)
The Indenture will provide that the Trustee will be under no obligation,
subject to the duty of the Trustee during default to act with the required
standard of care, to exercise any of its rights or powers under the Indenture
at the request or direction of any of the Holders, unless such Holders shall
have offered to the Trustee reasonable indemnification. (Section 6.03) Subject
to such provisions for indemnification of the Trustee, the Holders of a
majority in principal amount of the Outstanding Debentures will have the right
to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
the Trustee. (Section 5.12)
The Holders of a majority in principal amount of the Outstanding
Debentures may on behalf of the Holders of all Debentures waive compliance by
the Company with certain restrictive provisions of the Indenture. (Section
10.07) The Holders of a majority in principal amount of the Outstanding
Debentures may on behalf of the Holders of all Debentures waive certain past
defaults except a default in payment of the principal of (or premium, if any)
or interest on any Debenture or in respect of a covenant or provision which
under the Indenture cannot be modified or amended without the consent of the
Holder of each Outstanding Debenture affected. (Section 5.13)
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Consolidation, Merger, Conveyance or Transfer
The Indenture provides that the Company shall not consolidate with or
merge into any other corporation or convey or transfer its properties and
assets substantially as an entirety to any person, unless (i) any such
successor assumes the Company's obligations under the Debentures and the
Indenture, (ii) after giving effect thereto, no Event of Default shall have
occurred and be continuing, and (iii) certain other conditions under the
Indenture are met. (Section 8.01) Upon any such consolidation or merger, or any
such conveyance or transfer of the properties and assets of the Company
substantially as an entirety, the successor corporation formed by such
consolidation, or into which the Company is merged, or to which such conveyance
or transfer is made, shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under the Indenture with the same effect
as if such successor corporation had been named as the Company. The Company as
the predecessor corporation shall be relieved of all obligations and covenants
under the Indenture. (Section 8.02)
Governing Law
The Indenture will provide that the Debentures will be governed by, and
construed in accordance with, the laws of the State of New York without giving
effect to applicable principles of conflicts of law.
The Trustee
First Union National Bank will be the Trustee under the Indenture.
