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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-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
MANATRON, INC.
(Exact Name of Registrant as Specified in Its Charter)
MICHIGAN 38-1983228
(State of Incorporation or Organization) (IRS Employer
Identification Number)
2970 SOUTH 9TH STREET
KALAMAZOO, MICHIGAN 49009
(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
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TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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<S> <C> <C>
None None
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Securities to be registered pursuant to Section 12(g) of the Act:
SERIES A PREFERRED STOCK PURCHASE RIGHTS
(Title of Class)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On March 27, 1997, the Board of Directors of Manatron, Inc. (the
"Company") declared a dividend of one Series A Preferred Stock Purchase
Right (the "Rights") on each outstanding share of common stock, no par
value (the "Common Stock"), of the Company to shareholders of record on
June 16, 1997. Each Right will entitle the holder thereof until June 15,
2007 (or, if earlier, until the redemption of the Rights), to buy one
one-hundredth of a share of Series A Preferred Stock, no par value (the
"Preferred Stock"), at an exercise price of $20, subject to certain
antidilution adjustments. The Rights will be represented by certificates
for Common Stock and will not be exercisable or transferable apart from the
Common Stock until the earlier of
(a) The tenth day after the public announcement that (i) a
person or group of affiliated persons who did not beneficially
own 15% or more of the outstanding shares of Common Stock on
June 16, 1997, or any affiliates or associates of such person,
acquired, or obtained the right to acquire, beneficial ownership
of 15% or more of the outstanding shares of Common Stock, or
(ii) that a person or affiliated group of persons who
beneficially owned 15% or more of the outstanding shares of
Common Stock on June 16, 1997, or any affiliates or associates of
such person, acquired, or obtained the right to acquire,
beneficial ownership of 20% or more of the outstanding shares of
Common Stock (such person described in (i) or (ii), above, being
referred to as an "Acquiring Person" and the date that such
person becomes an Acquiring Person being referred to herein as
the "Stock Acquisition Date"), or
(b) the tenth day after a person or group commences, or
announces an intention to commence, a tender or exchange offer
the consummation of which would give such person or group
beneficial ownership of 30% or more of the outstanding shares of
Common Stock (the earlier of such dates in (a) or (b), above,
being referred to herein as the "Distribution Date").
Separate certificates representing the Rights will be mailed to
record holders of Common Stock as of the Distribution Date. The Rights
will first become exercisable on the Distribution Date, unless earlier
redeemed, and could then begin trading separately from the Common Stock.
Until a right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including the right to vote or to
receive dividends. The description and terms of the Rights are set forth
in a Rights Agreement (the "Rights Agreement") between the Company and
Registrar and Transfer Company, as Rights Agent (the "Rights Agent").
Each share of Preferred Stock purchasable upon exercise of the
Rights will have a minimum preferential quarterly dividend rate of $1.00 per
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share but will be entitled to an aggregate dividend of 100 times the
dividend declared on the shares of Common Stock. In the event of
liquidation, the holders of Preferred Stock will receive a minimum
preferred liquidation payment of $10 per share but will be entitled to
receive an aggregate liquidation payment equal to 100 times the payment
made per share of Common Stock. Each share of Preferred Stock will have
100 votes, voting together with the Common Stock. In the event of any
merger, consolidation or other transaction in which shares of Common Stock
are exchanged, each share of Preferred Stock will be entitled to receive
100 times the amount received per share of Common Stock. The rights of the
holders of Preferred Stock as to dividends, liquidation and voting, and in
the event of mergers and consolidations, are protected by customary
antidilution provisions. Because of the nature of the Preferred Stock's
dividend, liquidation and voting rights, the value of the interest in a
share of Preferred Stock purchasable upon the exercise of each Right should
approximate the value of one share of Common Stock.
In the event that, after the Stock Acquisition Date, the Company
is a party to a merger or other business combination transaction or in the
event 50% or more of the Company's assets or earning power is sold, each
Right will entitle its holder to purchase, at the then exercise price of
the Rights, that number of shares of common stock of the acquiring company
which at the time of such transaction would have a market value of two
times the then exercise price of the Rights. Alternatively, in the event
that, anytime following the Distribution Date, an Acquiring Person were to
acquire the Company by means of a reverse merger in which the Company and
its stock survive, or were to engage in certain "self-dealing"
transactions, or were to acquire 30% of the then outstanding shares of
Common Stock (except pursuant to an offer for all outstanding shares of
Common Stock deemed fair by the Company's Board of Directors as provided in
the Rights Agreement), each Right not owned by such Acquiring Person (whose
Rights would thereafter be void) would become exercisable for the number of
shares of Common Stock which, at that time, would have a market value of
two times the then exercise price of the Right.
The Rights are redeemable, in whole but not in part, at a price
of $.01 per Right at any time prior to the thirtieth day after the Stock
Acquisition Date. Under certain circumstances set forth in the Rights
Agreement between the Company and Registrar and Transfer Company, the
decision to redeem shall require the concurrence of a majority of the
Disinterested Directors. The term "Disinterested Directors" means any
member of the Board of Directors who was a member of the Board prior to the
date of the Rights Agreement, and any person who is subsequently elected to
the Board if such person is recommended or approved by a majority of the
Disinterested Directors. Disinterested Directors do not include an
Acquiring Person, or an Affiliate or Associate of an Acquiring Person (as
such terms are defined in the Rights Agreement), or any representative of
the foregoing entities. After the redemption period has expired, the right
to redeem may be reinstated if an Acquiring Person reduces his ownership of
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Common Stock to 10% or less of the then outstanding shares of Common Stock
in one or more transactions not involving the Company. Immediately upon
the action of the Board of Directors ordering redemption of the Rights,
with, if required, the concurrence of a majority of the Disinterested
Directors, the Rights will terminate and thereafter, unless the right to
redeem is reinstated, the only right of holders of the Rights will be to
receive the redemption price. The Rights will expire on June 15, 2007
(unless earlier redeemed).
The purchase price payable, and the number of one one-hundredths
of a share of Preferred Stock or other securities or property issuable,
upon exercise of the Rights is 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) as a result of 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) as a result of the distribution to holders of the Preferred Stock of
evidences of indebtedness or assets (excluding regular periodic cash
dividends at a rate not in excess of 125% of the last cash dividend
theretofore paid or dividends payable in Preferred Stock) or of
subscription rights or warrants (other than those referred to above). With
certain exceptions, no adjustment in the purchase price will be required
until cumulative adjustments require an adjustment of at least 1% in such
purchase price.
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 certain circumstances, with the concurrence
of the Disinterested Directors) in order to cure any ambiguity, to make
changes which do not adversely affect the interests of holders of Rights,
or to shorten or lengthen any time period under the Rights Agreement, so
long as no amendment to adjust the time period governing redemption shall
be made at a time when the Rights are not redeemable.
As of June 2, 1997, there were 2,874,327 shares of Common Stock
outstanding and 4,625,673 shares reserved for issuance. One Right will be
distributed to shareholders of the Company for each share of Common Stock
owned of record by them on June 16, 1997. As long as the Rights are
attached to the Common Stock, the Company will issue one Right with each
new share of Common Stock issued so that all such shares will have Rights
attached. The Company's Board of Directors has reserved for issuance upon
exercise of the Rights 40,000 shares of Preferred Stock.
The Rights have certain antitakeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire
the Company on terms not approved by the Company's Board of Directors,
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except pursuant to an offer conditioned on the Rights being redeemed. The
Rights should not interfere with any merger or other business combination
approved by the Board of Directors prior to the thirtieth day after the
Stock Acquisition Date since the Rights may be redeemed by the Company at
$.01 per Right prior to such time.
The Rights Agreement, dated as of June 2, 1997, between the
Company and Registrar and Transfer Company as Rights Agent, specifying the
terms of the Rights (which includes as Exhibit B the form of Rights
Certificate and as Exhibit C the Summary of Rights to Purchase Series A
Preferred Stock), and a letter to the holders of the Company's Common Stock
explaining the Rights, dated on or about June 19, 1997, are attached
hereto as exhibits and are incorporated herein by reference. The foregoing
description of the Rights is qualified by reference to such exhibits.
Item 2. EXHIBITS
99(a). Rights Agreement, dated as of June 2, 1997, between Manatron,
Inc. and Registrar and Transfer Company, which includes the
form of Rights Certificate as Exhibit B and the Summary of
Rights to Purchase Series A Preferred Stock as Exhibit C.
Pursuant to the Rights Agreement, printed Rights Certificates
will not be mailed until as soon as practicable after the
earlier of
(a) The tenth day after a public announcement that (i) a
person or group of affiliated persons who did not beneficially
own 15% or more of the outstanding shares of Common Stock on
June 16, 1997, or any affiliates or associates of such person,
acquired, or obtained the right to acquire, beneficial ownership
of 15% or more of the outstanding shares of Common Stock, or
(ii) that a person or affiliated group of persons who
beneficially owned 15% or more of the outstanding shares of
Common Stock on June 16, 1997, or any affiliates or associates
of such person, acquired, or obtained the right to acquire,
beneficial ownership of 20% or more of the outstanding shares
of Common Stock, or
(b) the tenth day after a person or group commences or
announces an intention to commence a tender or exchange offer
for 30% or more of the outstanding shares of Common Stock.*
99(b). Form of letter to holders of Common Stock of Manatron, Inc.,
dated on or about June 19, 1997.*
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*Previously filed.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
MANATRON, INC.
(Registrant)
Dated: ________________ By /S/ PAUL R. SYLVESTER
Paul R. Sylvester
Chief Executive Officer, President,
Chief Financial Officer and Treasurer
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EXHIBIT INDEX
EXHIBIT DOCUMENT
99(a) Rights Agreement, dated as of June 2, 1997, between
Manatron, Inc. and Registrar and Transfer Company, which
includes the form of Rights Certificate as Exhibit B and the
Summary of Rights to Purchase Series A Preferred Stock as
Exhibit C. Pursuant to the Rights Agreement, printed Rights
Certificates will not be mailed until as soon as practicable
after the earlier of
(a) The tenth day after a public announcement
that (i) a person or group of affiliated persons who
did not beneficially own 15% or more of the outstanding
shares of Common Stock on June 16, 1997, or any
affiliates or associates of such person, acquired, or
obtained the right to acquire, beneficial ownership of
15% or more of the outstanding shares of Common Stock,
or (ii) that a person or affiliated group of persons
who beneficially owned 15% or more of the outstanding
shares of Common Stock on June 16, 1997, or any
affiliates or associates of such person, acquired, or
obtained the right to acquire, beneficial ownership of
20% or more of the outstanding shares of Common Stock,
or
(b) the tenth day after a person or group
commences or announces an intention to commence a
tender or exchange offer for 30% or more of the
outstanding shares of Common Stock.*
99(b) Form of letter to holders of Common Stock of Manatron, Inc.,
dated on or about June 19, 1997.*
___________________________
*Previously filed.
