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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 23-10701520
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(State of incorporation or (I.R.S. Employer
organization) Identification No.)
Great Valley Corporate Center, Four Country View Road, Malvern, PA 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: Not 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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Securities to be registered pursuant to Section 12(g) of the Act:
Preference Stock Purchase Rights
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(Title of Class)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On March 18, 1999, the Board of Directors of Systems &
Computer Technology Corporation (the "Company") adopted a Stockholder Rights
Plan, providing that one Right shall be attached to each share of Common Stock
of the Company. The Rights will be distributed on April 16, 1999 to Shareholders
of record on April 9, 1999. Each Right entitles the registered holder to
purchase from the Company a unit (a "Unit") consisting of one one-hundredth of a
share of Series A Preferred Stock, with a par value of $.10 per share (the
"Preferred Stock"), at a purchase price of $100 per Unit (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set forth in
the Rights Agreement (the "Rights Agreement"), dated as of April 13, 1999,
between the Company and ChaseMellon Shareholder Services L.L.C., as Rights Agent
(the "Rights Agent").
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificate will be distributed. The Rights will be separated from the common
stock only upon a Distribution Date, which will occur upon the earlier of (i) a
public announcement or other knowledge of the Company that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 15% or more of the
outstanding shares of Common Stock (the "Stock Acquisition Date") or (ii) the
close of business on a date designated by the Board of Directors following the
commencement of a tender or exchange offer that would result in a person or
group beneficially owning 15% or more of such outstanding shares of Common
Stock. Until the Distribution Date, (i) the Rights will be evidenced by the
Common Stock certificates and will be transferred with and only with such Common
Stock certificates, (ii) new Common Stock certificates will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender for
transfer of any certificates for Common Stock outstanding will also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificate.
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on April 13, 2009, unless earlier redeemed
by the Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock 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, only shares of Common Stock prior to the Distribution
Date will be issued with Rights.
In the event that an Acquiring Person becomes the beneficial
owner of 15% or more of the then outstanding shares of Common Stock, each holder
of a Right will thereafter have the right to receive, upon exercise, that number
of shares of Series A Preferred Stock (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. The exercise price is the Purchase Price times
the
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number of shares of Common Stock associated with each Right (initially, one to
one). Notwithstanding any of the foregoing, following the occurrence of the
event set forth in this paragraph (the "Flip-In Event"), all Rights that are, or
(under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person will be null and void. However,
Rights are not exercisable following the occurrence of the Flip-In Event set
forth above until such time as the Rights are no longer redeemable by the
Company as set forth below.
In the event that following the Stock Acquisition Date, (i)
the Company is acquired in a merger or consolidation in which the Company is not
the surviving corporation or (ii) 50% or more of the Company's assets or earning
power is sold or transferred, each holder of a Right (except Rights which have
previously been voided as set forth above) shall thereafter have the right to
receive, upon exercise of the Right, Common Stock of the acquiring company
having a value equal to two times the exercise price of the Right.
Units of Preferred Shares which are purchasable under the Plan
will not be redeemable, and will be subordinate to any other shares of Preferred
Stock that may be issued by the Company. Each Preferred Share will be entitled
to an aggregate dividend of 100 times the dividend declared per Common Share,
but in no event shall such minimum preferential quarterly dividend payment be
less than $1.00 per share. In the event of liquidation, the holders of the
Preferred Shares will be entitled to an aggregate payment of 100 times the
payment made per Common Share, but in no event shall they receive less than
$1.00 per share plus accrued and unpaid dividends and distributions. Each
Preferred Share will have 100 votes, voting together with the Common Shares.
Finally, in the event of any merger, consolidation, or other transaction in
which Common Shares are exchanged, each Preferred Share will be entitled to
receive 100 times the amount received per Common Share. These Rights are
protected by customary antidilution provisions.
Because of the nature of the voting, dividend, and liquidation
rights of the Preferred Shares, the value of the one one-hundredth unit interest
in a Preferred Share purchasable upon exercise of each Right should approximate
the value of one Common Share.
The Purchase Price payable, and the number of Units of
Preferred Stock 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 Preferred Stock, or (ii) if holders of the Preferred
Stock are granted certain rights or warrants to subscribe for Preferred Stock or
evidences of indebtedness or assets (excluding regular quarterly cash dividends)
or of subscription rights or warrants (other than those referred to above).
No fractional Units of Preferred Stock will be issued and, in
lieu thereof, an adjustment in cash will be made based on the market price of
the Preferred Stock (or of the Common if there is no trading market for the
Preferred) on the last trading date prior to the date of exercise.
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At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 15% or more of the
outstanding Common Shares, the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption
Price"). Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price, payable, at the election of a majority of the
Directors, in cash or in securities of the Company.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder 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 stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the event that the
rights become exercisable for Preferred Stock (or other consideration) of the
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 order to cure any ambiguity, or to make changes which do
not adversely affect the interests of holders of Rights (excluding the interest
of any Acquiring Person); provided that no amendment may reduce the Redemption
Price or provide for an earlier Expiration Date.
A copy of the Rights Agreement was filed as an Exhibit to the
Company's Report on Form 8-K filed on April 15, 1999. The summary description of
the Rights set forth herein does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement, which is incorporated herein
by reference.
Item 2. Exhibits.
Exhibit Description
1 Rights Agreement, dated as of April 13, 1999, between *
Systems & Computer Technology Corporation and
ChaseMellon Shareholder Services LLC.
2 Terms of Series A Participating Preferred Stock (which *
is attached as Exhibit A to the Rights Agreement referred
to in Exhibit 1 hereto).
3 Form of Right Certificate (which is attached as Exhibit *
B to the Rights Agreement referred to in Exhibit 1
hereto)
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* Previously filed by the Company as part of Exhibit 4.1 to the Company's
Report on Form 8-K filed on April 15, 1999, which exhibit is
incorporated herein by reference thereto.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, Registrant has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereto duly authorized.
Date: April 15, 1999 SYSTEMS & COMPUTER
TECHNOLOGY CORPORATION
By: /s/ Richard Blumenthal
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Richard Blumenthal, Esquire
Senior Vice President, General
Counsel and Secretary
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