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 (g) of the
Securities Exchange Act of 1934
Interlink Computer Sciences, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 94-2990567
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
47370 Fremont Boulevard
Fremont, California 94538
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(Address of principal executive offices, including 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), please 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), please check the following box. [X]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which each
to be so registered class is to be registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
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(Title of class)
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(Title of class)
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Item 1. Description of Securities to Be Registered.
On February 28, 1998, Interlink Computer Sciences, Inc. (the
"Registrant" or the "Company") filed a Registration Statement on Form 8-A (the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission") in order to register preferred share purchase rights issuable in
accordance with the terms of the Preferred Shares Rights Agreement (the "Rights
Agreement"), dated as of February 25, 1998, between the Registrant and
BankBoston, N.A., a national banking association, as rights agent
("BankBoston"). The Registration Statement is hereby incorporated by reference.
On March 23, 1999, the Registrant and BankBoston entered into the First
Amendment to Preferred Shares Rights Agreement (the "Amendment"), which amends
the Rights Agreement as originally executed. A copy of the Amendment is attached
hereto as Exhibit 1 and is incorporated herein by reference. The Rights
Agreement, as amended by the Amendment, is referred to herein as the "Amended
Rights Agreement." The Amended Rights Agreement is substantially the same as the
Rights Agreement as originally executed, with the following principal
exceptions:
Acquiring Person
The Amended Rights Agreement provides that none of Sterling Software,
Inc. ("Parent"), its subsidiaries, Affiliates or Associates, including Sterling
Software (Southwest), Inc. ("Purchaser"), is, nor shall any of them be deemed to
be, an Acquiring Person as defined in the Amended Rights Agreement by virtue of
their acquisition, or their right to acquire, beneficial ownership of the Common
Stock of the Company as a result of their execution of the Agreement and Plan of
Merger dated March 23, 1999 among Parent, Purchaser and the Registrant (the
"Merger Agreement"), the execution of the Stockholder Agreements (as defined in
the Merger Agreement), the announcement of the Offer (as defined in the Merger
Agreement), the consummation of the Offer, the consummation of the Merger (as
defined in the Merger Agreement), or any other transaction contemplated by the
Merger Agreement or the Stockholder Agreements.
Distribution Date
The Amended Rights Agreement provides that a Distribution Date shall
not occur by reason of the execution of the Merger Agreement, the execution of
the Stockholder Agreements, the announcement of the Offer, the consummation of
the Offer, the consummation of the Merger, or any other transaction contemplated
by the Merger Agreement or the Stockholder Agreements.
Section 13 Event
The Amended Rights Agreement provides that a Section 13 Event shall not
occur by reason of the execution of the Merger Agreement, the execution of the
Stockholder Agreements, the announcement of the Offer, the consummation of the
Offer, the consummation of the Merger, or any other transaction contemplated by
the Merger Agreement or the Stockholder Agreements.
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Shares Acquisition Date
The Amended Rights Agreement provides that a Shares Acquisition Date
shall not occur by reason of the execution of the Merger Agreement, the
execution of the Stockholder Agreements, the announcement of the Offer, the
consummation of the Offer, the consummation of the Merger, or any other
transaction contemplated by the Merger Agreement or the Stockholder Agreements.
Transaction
The Amended Rights Agreement provides that a Transaction shall not
occur by reason of the execution of the Merger Agreement, the execution of the
Stockholder Agreements, the announcement of the Offer, the consummation of the
Offer, the consummation of the Merger, or any other transaction contemplated by
the Merger Agreement or the Stockholder Agreements.
Triggering Event
The Amended Rights Agreement provides that a Triggering Event shall not
occur by reason of the execution of the Merger Agreement, the execution of the
Stockholder Agreements, the announcement of the Offer, the consummation of the
Offer, the consummation of the Merger, or any other transaction contemplated by
the Merger Agreement or the Stockholder Agreements.
In all other material respects, the disclosure concerning the Rights
and Rights Agreement as set forth in the Registration Statement is unchanged.
The summary of the Amended Rights Agreement contained herein or in the
Registration Statement as originally filed is qualified in its entirety by
reference to the Amended Rights Agreement.
Item 2. Exhibits
1. First Amendment dated March 23, 1999 to Preferred
Shares Rights Agreement, dated as of February 25,
1998, between Interlink Computer Sciences, Inc. and
BankBoston, N.A., a national banking association.
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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.
Date: March 29, 1999 Interlink Computer Sciences, Inc.
By: /s/ Augustus J. Berkeley
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Augustus J. Berkeley,
President/Chief Executive Officer
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EXHIBIT INDEX
Exhibit
No. Exhibit
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1 First Amendment dated March 23, 1999 to Preferred Shares
Rights Agreement, dated as of February 25, 1998, between
Interlink Computer Sciences, Inc. and BankBoston, N.A., a
national banking association.
FIRST AMENDMENT TO RIGHTS AGREEMENT
Amendment dated March 23, 1999 ("Amendment") to the Preferred Shares
Rights Agreement ("Agreement"), dated as of February 25, 1998, between Interlink
Computer Sciences, Inc., a Delaware corporation (the "Company"), and BankBoston,
N.A., a national banking association (the "Rights Agent").
Pursuant to Section 27 of the Agreement, this Amendment is being
executed by the Company and the Rights Agent for the purpose of amending the
Agreement as set forth below:
The Agreement is hereby amended as follows:
1. Section 1(a) shall be amended by inserting the following at the end
of Section 1(a):
"Notwithstanding the foregoing or any provision to the contrary in this
Agreement, none of Sterling Software, Inc. ("Parent"), its
Subsidiaries, Affiliates or Associates, including Sterling Software
(Southwest), Inc. ("Purchaser"), is, nor shall any of them be deemed to
be, an Acquiring Person (as defined in the Agreement) by virtue of
their acquisition, or their right to acquire, beneficial ownership of
the Common Stock of the Company as a result of their execution of the
Agreement and Plan of Merger dated March 23, 1999 among Parent,
Purchaser and the Company (the "Merger Agreement"), the execution of
the Stockholder Agreements (as defined in the Merger Agreement), the
announcement of the Offer (as defined in the Merger Agreement), the
consummation of the Offer, the consummation of the Merger (as defined
in the Merger Agreement) or any other transaction contemplated by the
Merger Agreement or the Stockholder Agreements."
2. Section 1(l) shall be amended by inserting the following at the end
of Section 1(l):
"Notwithstanding the foregoing or any provision to the contrary in this
Agreement, a Distribution Date shall not occur by reason of the
execution of the Merger Agreement, the execution of the Stockholder
Agreements, the announcement of the Offer, the consummation of the
Offer, the consummation of the Merger, or any other transaction
contemplated by the Merger Agreement or the Stockholder Agreements."
3. Section 1(gg) shall be amended by inserting the following at the end
of Section 1(gg):
"Notwithstanding the foregoing or any provision to the contrary in this
Agreement, a Section 13 Event shall not occur by reason of the
execution of the Merger Agreement, the execution of the Stockholder
Agreements, the announcement of the Offer, the consummation of the
Offer, the consummation of the Merger, or any other transaction
contemplated by the Merger Agreement or the Stockholder Agreements."
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4. Section 1(ii) shall be amended by inserting the following at the end
of Section 1(ii):
"Notwithstanding the foregoing or any provision to the contrary in this
Agreement, a Shares Acquisition Date shall not occur by reason of the
execution of the Merger Agreement, the execution of the Stockholder
Agreements, the announcement of the Offer, the consummation of the
Offer, the consummation of the Merger, or any other transaction
contemplated by the Merger Agreement or the Stockholder Agreements."
5. Section 1(pp) shall be amended by inserting the following at the end
of Section 1(pp):
"Notwithstanding the foregoing or any provision to the contrary in this
Agreement, a Transaction shall not occur by reason of the execution of
the Merger Agreement, the execution of the Stockholder Agreements, the
announcement of the Offer, the consummation of the Offer, the
consummation of the Merger, or any other transaction contemplated by
the Merger Agreement or the Stockholder Agreements."
6. Section 1(qq) shall be amended by inserting the following at the end
of Section 1(qq):
"Notwithstanding the foregoing or any provision to the contrary in this
Agreement, a Triggering Event shall not occur by reason of the
execution of the Merger Agreement, the execution of the Stockholder
Agreements, the announcement of the Offer, the consummation of the
Offer, the consummation of the Merger, or any other transaction
contemplated by the Merger Agreement or the Stockholder Agreements."
7. This Amendment shall be deemed to be entered into under the laws of
the State of Delaware 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.
8. This Amendment may be executed in any number of counterparts and
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.
The term "Agreement" as used in the Agreement shall be deemed to refer
to the Agreement as amended hereby, and all references to the Agreement shall be
deemed to include this Amendment. This Amendment shall be effective as of the
date first written above, and except as set forth herein, the Agreement shall
remain in full force and effect and otherwise shall be unaffected hereby.
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Entered into as of the date first written above,
INTERLINK COMPUTER SCIENCES, INC.
By: /s/ James A. Barth
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James A. Barth, Chief Financial Officer
Attest: /s/ David Tauber
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David Tauber, General Counsel
BANKBOSTON, N.A.
as Rights Agent
By: /s/ Geoffrey Anderson
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Authorized Signature
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