<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
January 22, 1999
IKOS SYSTEMS, INC.
(Exact name of registrant as specified in charter)
<TABLE>
<S> <C> <C>
Delaware 0-18623 77-0100318
-------
(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification No.)
incorporation)
</TABLE>
19050 Pruneridge Ave., Cupertino, California 94086
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 245-1900
--------------
<PAGE>
AMENDMENT NO. 1 TO FORM 8-K
The undersigned registrant hereby amends the following items, exhibits or
other portions of its Current Report on Form 8-K filed February 10, 1992
announcing the adoption of its Shareholder Rights Plan as follows:
Item 5. Other Events.
- ------- ------------
Pursuant to a Rights Agreement dated January 27, 1992 (the "Original
Rights Agreement") between IKOS Systems, Inc. (the "Company") and Manufacturers
Hanover Trust Company, as Rights Agent, the Board of Directors of the Company
declared a dividend distribution of one Preferred Stock Purchase Right
(collectively, the "Rights") for each outstanding share of Common Stock, $0.01
par value ("Common Stock"), of the Company as of February 10, 1992 to
stockholders of record as of the close of business on that date. Effective
January 22, 1999, the Board of Directors of the Company approved certain changes
to the Original Rights Agreement pursuant to an Amended and Restated Rights
Agreement dated January 22, 1999 (the "Rights Agreement") between the Company
and BankBoston, N.A., as Rights Agent (the "Rights Agent"). The Original Rights
Agreement was amended to (i) change certain triggering percentages from twenty
percent (20%) to fifteen percent (15%), (ii) increase the exercise price from
$10.00 to $30.00, (iii) eliminate permitted offers and certain types of
redemptions, (iv) add an inadvertant person exemption, (v) extend the term of
the Original Rights Agreement from 2002 to 2009 and (vi) make certain additional
technical amendments. Each Right entitles the registered holder to purchase
from the Company one-hundredth of a share of the Company's Series G Preferred
Stock ("Preferred Stock") at a price of $30.00 per one-hundredth of a share (the
"Purchase Price"). The principal terms of the Rights Agreement are summarized
below and are qualified in their entirety by reference to the Rights Agreement
listed as Exhibit 4.1 hereto.
Until the earlier to occur of (i) the first date of a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person"), other than the Company, any subsidiary of the Company or
any employee benefit plan or employee stock plan of the Company or of any
subsidiary of the Company ("Exempt Person"), has acquired, or obtained the right
to acquire, beneficial ownership of securities of the Company representing
fifteen percent (15%) or more of the outstanding Common Stock of the Company
(other than solely as a result of a reduction in the outstanding shares of the
Common Stock of the Company) or such earlier date as a majority of the Board of
Directors shall become aware of such acquisition of the Common Stock (the "Stock
Acquisition Date") or (ii) the tenth business day (subject to extension by the
Board prior to the time a person becomes an Acquiring Person) following the
commencement of, or public announcement of an intention to commence, by any
person or group, a tender or exchange offer (other than a tender or exchange
offer by an Exempt Person), the consummation of which would result in the
beneficial ownership of fifteen percent (15%) or more of the outstanding Common
Stock (the earlier of such dates being called the "Distribution Date"), the
Rights will be evidenced, with respect to any of the Common Stock certificates
outstanding as of February 10, 1992, by such Common Stock certificate with a
copy of a Summary of Rights attached thereto. The Rights Agreement provides
that, until the Distribution Date (or earlier redemption or expiration of the
Rights), the Rights will be represented by and transferred with,
2
<PAGE>
and only with, the Common Stock. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new certificates issued for Common
Stock (including, without limitation, certificates issued upon transfer or
exchange of Common Stock) after February 10, 1992, will contain a legend
incorporating the Rights Agreement by reference. Until the Distribution Date (or
earlier redemption or expiration of the Rights), the surrender for transfer of
any of the Company's Common Stock certificates, with or without the aforesaid
legend or a copy of a Summary of Rights attached thereto, will also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Company's Common Stock as of the close of business on
the Distribution Date, and such Rights Certificates alone will evidence the
Rights from and after the Distribution Date.
The Rights are not exercisable until the Distribution Date. The Rights
will expire upon the earlier to occur of (i) ten (10) years after the date of
issuance (January 22, 2009) or (ii) the redemption or exchange by the Company as
described below.
The Purchase Price payable, and the number of shares 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, (ii) upon the grant to holders of the Preferred Stock of certain rights
or warrants to subscribe for Preferred Stock or convertible securities at less
than the current market price of the Preferred Stock or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding dividends payable in Preferred Stock) or a subscription rights
or warrants (other than those referred to above).
The Preferred Stock purchasable upon exercise of the Rights will be
nonredeemable and junior to any other series of preferred stock the Company may
issue (unless otherwise provided in the terms of such stock). Each share of
Preferred Stock will have a preferential cumulative quarterly dividend in an
amount equal to the greater of (a) $25.00 or (b) 100 times the dividend declared
on each share of Common Stock. In the event of liquidation, the holders of
Preferred Stock will receive a preferred liquidation payment equal to the
greater of (a) $1,000.00 per share, plus accrued dividends to the date of
distribution whether or not earned or declared, or (b) an amount per share equal
to 100 times the aggregate payment to be distributed per share of Common Stock.
Each share of Preferred Stock will have 100 votes, voting together with the
shares of Common Stock. In the event of any merger, consolidation or other
transaction in which shares of Common Stock are exchanged for or changed into
other securities, cash and/or other property, each share of Preferred Stock will
be entitled to receive 100 times the amount and type of consideration received
per share of Common Stock. The rights of the Preferred Stock as to dividends,
liquidation and voting, and in the event of mergers and consolidations, are
protected by customary anti-dilution provisions. Fractional shares of Preferred
Stock will be issuable; however, the Company may elect to distribute depository
receipts in lieu of such fractional shares. In lieu of fractional shares other
than fractions that are multiples of one-hundredth of a share, an adjustment in
cash will be made based on the market price of the Preferred Stock on the last
trading date prior to the date of exercise.
3
<PAGE>
Unless the Rights are earlier redeemed, if, following the occurrence of a
Flip In Event (as defined below), the Company were to be acquired in a merger or
other business combination transaction (in which any shares of the Company's
Common Stock are converted into or exchanged for other securities or assets)
(other than a merger or other business combination in which the voting power
represented by the Company's securities outstanding immediately prior thereto
continues to represent all of the voting power represented by the securities of
the Company thereafter and the holders of such securities have not changed as a
result of such transaction) or more than fifty percent (50%) or more of the
assets or earnings power of the Company and its subsidiaries (taken as a whole)
were to be sold or transferred in one or a series of related transactions (such
transactions are collectively referred to herein as the "Schedule 13 Events"),
the Rights Agreement provides that proper provision shall be made so that each
holder of record of a Right (other than an Acquiring Person, or Affiliates or
Associates thereof) will from and after such date have the right to purchase,
upon payment of the then current Purchase Price, that number of shares of common
stock of the acquiring company having a market value at the time of such
transaction equal to the Purchase Price divided by one-half the Current Market
Price (as defined in the Rights Agreement) of such Common Stock.
In the event (i) any Person (other than an Exempt Person) becomes the
beneficial owner of fifteen percent (15%) or more of the then outstanding shares
of Common Stock, or (ii) any Acquiring Person or any of its Affiliates or
Associates, directly or indirectly, (1) merges, consolidates or otherwise
combines with the Company or any of its subsidiaries or in a transaction in
which the Company or such subsidiary is the continuing or surviving corporation
of such merger, consolidation or combination, (2) transfers, in one or more
transactions, any assets to the Company or any of its subsidiaries in exchange
for securities of the Company or any of its subsidiaries or for securities
exercisable for or convertible into capital stock of the Company or any of its
subsidiaries or otherwise obtains from the Company or any of its subsidiaries,
with or without consideration, any capital stock of the Company or any of its
subsidiaries or securities exercisable for or convertible into capital stock of
the Company or any of its subsidiaries (other than as part of a pro rata offer
or distribution to all holders of such stock), (3) sells, purchases, leases,
exchanges, mortgages, pledges, transfers, acquires or otherwise acquires or
disposes, to, from or with the Company or any of its subsidiaries, as the case
may be, assets on terms and conditions less favorable to the Company or such
subsidiary than the Company or such subsidiary would be able to obtain in an
arm's length negotiation with an unaffiliated third party, (4) receives any
compensation from the Company or any of its subsidiaries for services other than
compensation for employment as a regular or part-time employee, or fees for
serving as a director at rates in accordance with the Company's (or its
subsidiary's) past practice, (5) receives the benefit (except proportionately as
a stockholder) of any loans, advances, guarantees, pledges or other financial
assistance or tax credit or advantage or (6) engages in any transaction with the
Company (or any of its subsidiaries) involving the sale, license or other
transfer of any right in, or disclosure of, any patents, copyrights, trade
secrets, trademarks or know-how (or any other intellectual or industrial
property rights recognized under any country's intellectual property rights
laws) which the Company (including its subsidiaries) owns or has the right to
use on terms and conditions not approved by the Board of Directors of the
Company, or (iii) while there is an Acquiring Person, there shall occur any
reclassification of
4
<PAGE>
securities (including any reverse stock split), any recapitalization of the
Company, or any merger or consolidation of the Company with any of its
subsidiaries or any other transaction or transactions involving the Company or
any of its subsidiaries (whether or not involving the Acquiring Person) which
have the effect of increasing by more than one percent (1%) the proportionate
share of the outstanding shares of any class of equity securities of the Company
or any of its subsidiaries which is directly or indirectly owned or controlled
by the Acquiring Person (such events are collectively referred to herein as the
"Flip-In Events"), then, and in each such case, each holder of record of a
Right, other than the Acquiring Person, will thereafter have the right to
purchase, upon payment of the then current Purchase Price, such number of shares
of Common Stock having a market value at the time of the transaction equal to
the Purchase Price divided by one-half the Current Market Price (as defined in
the Rights Agreement) of the Common Stock. Rights are not exercisable following
the occurrence of the events set forth in this paragraph until the expiration of
the period during which the Rights may be redeemed as described below. The
holder of any Rights that are or were at any time, on or after the earlier of
the Stock Acquisition Date or the Distribution Date, beneficially owned by an
Acquiring Person or any Associate or Affiliate thereof or certain transferees,
which is or was involved in or which caused or facilitated, directly or
indirectly, the event or transaction or transactions described in this
paragraph, shall be null and void and no longer be transferable.
No fractional shares of Common Stock will be issued upon exercise of the
Rights and, in lieu thereof, a payment in cash will be made to the holder of
such Rights equal to the same fraction of the current market value of a share of
Common Stock.
The Rights are redeemable in whole, but not in part, at a price of $.001
per Right by the vote of the Company's Board of Directors at any time until the
earlier to occur of (i) the first occurrence of a Flip In Event or (ii) the
Close of Business (as defined in the Rights Agreement) on the Expiration Date.
Immediately upon the action of the Board of Directors of the Company authorizing
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
without any interest thereon.
If a Flip-In Event occurs, and prior to the acquisition by an Acquiring
Person or group of fifty percent (50%) or more of the outstanding shares of the
Company's Common Stock, the Board of Directors of the Company may exchange all
or any portion of the outstanding and exercisable Rights (other than Rights held
by any Acquiring Person which have become void) for shares of Common Stock on a
pro rata basis at an exchange ratio of one share of Common Stock (or of a share
of a class or series of the Company's preferred stock having equivalent rights,
preferences and privileges) per Right (subject to adjustment to reflect any
stock split, stock dividend or similar transaction). Immediately upon the
ordering of such exchange and without any notice, the right to exercise such
Rights shall terminate and the only right thereafter of a holder of such Rights
shall be to receive shares of Common Stock pursuant to the exchange. In the
event there are insufficient shares of Common Stock issued but not outstanding
or authorized but unissued to permit any exchange of Rights, the Company shall
take all actions necessary to authorize additional shares.
5
<PAGE>
Until the Rights become nonredeemable, the Company may, except with respect
to the redemption price, amend the Rights Agreement in any manner without the
approval of any holders of the Rights. After the Rights become nonredeemable,
the Company may, without the approval of any holders of Rights Certificates,
amend the Rights Agreement to (i) cure any ambiguity, (ii) correct or supplement
any provision which may be defective or inconsistent with any other provisions,
(iii) shorten or lengthen any time period under the Rights Agreement, or (iv)
change or supplement the provisions of the Rights Agreement in any manner which
the Company may deem necessary or desirable; provided that no such supplement or
amendment shall adversely affect the interests of the holders of the Rights
(other than an Acquiring Person or an Affiliate or an Associate of an Acquiring
Person) and no such amendment may cause the Rights again to become redeemable or
cause the Rights Agreement again to become freely amendable other than in
accordance with this sentence.
Until a Right is exercised, the holder, as such, will have no rights as a
stockholder of the Company, including, without limitation, the right to vote or
to receive dividends.
The issuance of the Rights is not taxable to the Company or to stockholders
under presently existing federal income tax law, and will not change the way in
which stockholders can presently trade the Company's shares of Common Stock. If
the Rights should become exercisable, stockholders, depending on then existing
circumstances, may recognize taxable income.
The Rights have certain anti-takeover effects. Under certain circumstances
the Rights could cause substantial dilution to a person or group who attempts to
acquire the Company on terms not approved by the Company's Board of Directors.
The Rights should not interfere with any merger or other business combination
approved by the Board.
The foregoing description of the Rights is qualified in its entirety by
reference to the Rights Agreement (including Exhibit A, the Certificate of
Designation, Exhibit B, the form of Rights Certificate, and Exhibit C, the
Summary of Terms), which is listed as Exhibit 4.1 hereto.
Item 7. Exhibits.
- ------ --------
(c)
4.1 Amended and Restated Rights Agreement dated January 22, 1999 between
IKOS Systems, Inc. and BankBoston, N.A., as Rights Agent, including
the Certificate of Designation, the form of Rights Certificate and the
Summary of Terms attached thereto as Exhibits A, B and C,
respectively(1).
99.1 Press Release dated January 25, 1999(2).
- --------------
(1) Incorporated herein by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A/A filed February 3, 1999.
6
<PAGE>
(2) Incorporated herein by reference to Exhibit 8 to the Company's
Registration Statement on Form 8-A/A filed February 3, 1999.
7
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
IKOS SYSTEMS, INC.
(Registrant)
By: /s/ JOSEPH W. ROCKOM
---------------------------------
Name: Joseph W. Rockom
Title: Chief Financial Officer
Dated: January 31, 1999
8
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit No.
- -----------
4.1 Amended and Restated Rights Agreement dated January 22, 1999
between IKOS Systems, Inc. and BankBoston, N.A., as Rights Agent,
including the Certificate of Designation, the form of Rights
Certificate and the Summary of Terms attached thereto as Exhibits
A, B and C, respectively(1).
99.1 Press Release dated January 25, 1999(2).
- ----------------------
(1) Incorporated herein by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A/A February 3, 1999.
(2) Incorporated herein by reference to Exhibit 8 to the Company's
Registration Statement on Form 8-A/A February 3, 1999.
9
