MICROAGE INC /DE/
8-A12G/A, 1999-10-25
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                   FORM 8-A/A
                                (AMENDMENT NO. 3)

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(B) OR (G) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                                 MICROAGE, INC.
             (Exact Name of Registrant as Specified in Its Charter)


               DELAWARE                                          86-0321346
(State of Incorporation or Organization)                       (IRS Employer
                                                             Identification No.)

2400 SOUTH MICROAGE WAY, TEMPE, ARIZONA                          85282-1896
(Address of Principal Executive Offices)                         (Zip Code)


If   this   form    relates   to   the    If   this   form    relates   to   the
registration  of a class of securities    registration  of a class of securities
pursuant  to  Section   12(b)  of  the    pursuant  to  Section   12(g)  of  the
Exchange Act and is effective pursuant    Exchange Act and is effective pursuant
to General  Instruction A.(c),  please    to General  Instruction A.(d),  please
check the following box. [ ]              check the following box. [X]


Securities to be registered pursuant to Section 12(g) of the Act:

                          Common Stock, Par Value $.01
                          ----------------------------
                                (Title Of Class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

     On September  30, 1999,  the Board of  Directors  of  MicroAge,  Inc.  (the
"Company")  approved an extension of the Company's  Amended and Restated  Rights
Agreement from October 31, 1999 through the end of the next fiscal year, October
29, 2000.

ITEM 2. EXHIBITS.

     1.1  Amended and Restated Rights Agreement, dated as of September 28, 1994,
          between  MicroAge,  Inc.  and  First  Interstate  Bank  of  California
          (Incorporated  by  reference  to  Exhibit  1.1 to the Form  8-A  filed
          January 13, 1994)

     1.2  First  Amendment,  dated  as of  November  5,  1996,  by  and  between
          MicroAge,  Inc.  and  American  Stock  Transfer  and Trust  Company to
          Amended and Restated Rights Agreement, dated as of September 28, 1994,
          between  MicroAge,  Inc.  and  First  Interstate  Bank  of  California
          (Incorporated  by reference to Exhibit  4.2.1 to the Annual  Report on
          Form 10-K for year ended November 3, 1996)

     1.3  Second  Amendment,  dated January 28, 1999,  by and between  MicroAge,
          Inc. and  American  Stock  Transfer  and Trust  Company to Amended and
          Restated  Rights  Agreement,  dated as of September 28, 1994,  between
          MicroAge,  Inc. and First Interstate Bank of California  (Incorporated
          by reference to Exhibit  4.2.3 to the  Registration  Statement on Form
          S-8 filed March 3, 1999)

     1.4  Third  Amendment,  dated September 30, 1999, by and between  MicroAge,
          Inc. and  American  Stock  Transfer  and Trust  Company to Amended and
          Restated  Rights  Agreement,  dated as of September 28, 1994,  between
          MicroAge,  Inc. and First Interstate Bank of California  (Incorporated
          by reference to Exhibit 1.4 to the Form 8-K filed October 25, 1999)
<PAGE>
                                    SIGNATURE

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the registrant has duly caused this Amendment No. 3 to be signed on its
behalf by the undersigned, thereto duly authorized.


                                        MICROAGE, INC.

Dated: October 22, 1999                 By: /s/ James H. Domaz
                                            ------------------------------------
                                            James H. Domaz
                                            Vice President, Corporate Counsel,
                                            and Assistant Secretary


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