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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: JUNE 10, 1997
MANATRON, INC.
(Exact Name of Registrant as Specified in Its Charter)
MICHIGAN 0-15264 38-1983228
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
2970 SOUTH 9TH STREET
KALAMAZOO, MICHIGAN 49009
(Address of Principal Executive Offices) (Zip Code)
(616) 375-5300
Registrant's telephone number, including area code
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Item 5. OTHER EVENTS
On March 27, 1997, the Board of Directors of Manatron, Inc. (the
"Company") declared a dividend distribution of one Series A Preferred Stock
Purchase Right (the "Rights") for each outstanding share of common stock,
no par value, of the Company (the "Common Stock"), payable to shareholders
of record on June 16, 1997. Each Right entitles the registered holder
thereof until June 15, 2007 (or, if earlier, until the redemption of the
rights) to purchase from the Company one one-hundredth of a share of
Series A Preferred Stock, no par value (the "Preferred Stock"), at a price
of $20, subject to adjustment. The Rights are not exercisable until:
(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 (such person described in (i) or (ii), above, being
referred to as an "Acquiring Person"), or
(b) The tenth day after the commencement or announcement of
an intention to commence a tender or exchange offer, the
consummation of which would result in beneficial ownership by a
person of 30% or more of the outstanding shares of Common Stock
(the earlier of such dates in (a) or (b), above, being called the
"Distribution Date."
After the Rights become exercisable, if the Company were acquired in a
merger or other business combination transaction or if 50% or more of its
assets or earning power were sold, each Right would entitle the holder
thereof to receive, upon exercise thereof at the current exercise price of
a Right, 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 exercise price of the Right. Alternatively, in the event that an
Acquiring Person were to acquire the Company by means of a reverse merger
in which the Company and its Common Stock survive, or in the event that an
Acquiring Person engages in one of a number of self-dealing transactions
specified in the Rights Agreement, or in the event that an Acquiring Person
becomes the beneficial owner of more than 30% of the then outstanding
shares of Common Stock (except pursuant to an offer for all outstanding
shares of Common Stock), proper provision shall be made so that each holder
of a Right, other than the Acquiring Person (whose Rights will thereafter
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be void), would thereafter have the right to receive upon exercise of a
Right that number of shares of Common Stock having a market value of two
times the exercise price of a Right. Further information on the Rights is
contained in a Summary of Rights to Purchase Series A Preferred Stock and
in a Rights Agreement dated as of June 2, 1997, between Manatron, Inc. and
Registrar and Transfer Company, as Rights Agent, copies of which are filed
as exhibits hereto and are incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits:
4. Rights Agreement dated as of June 2, 1997, between
Manatron, Inc., and Registrar and Transfer Company, as
Rights Agent. Previously filed as Exhibit 99(a) to
the Registration Statement on Form 8-A filed by the
Company on June 10, 1997.
20. Summary of Rights to Purchase Series A Preferred Stock
(Exhibit C to the Rights Agreement). Included in
Exhibit 4.
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SIGNATURE
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 hereunto duly authorized.
MANATRON, INC.
(Registrant)
Dated: June 2, 1997 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
4 Rights Agreement dated as of June 2, 1997, between
Manatron, Inc., and Registrar and Transfer Company, as
Rights Agent. Previously filed as Exhibit 99(a) to
the Registration Statement on Form 8-A filed by the
Company on June 10, 1997.
20 Summary of Rights to Purchase Series A Preferred Stock.
(Exhibit C to the Rights Agreement). Included in
Exhibit 4.
