MICROAGE INC /DE/
8-A12G/A, 1999-04-05
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  ------------
                                    FORM 8-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

                                 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 January 28, 1999, the Board of Directors of MicroAge,  Inc.
(the  "Company")  approved an  extension of the  Company's  Amended and Restated
Rights  Agreement  from February 23, 1999 through the end of the current  fiscal
year, October 31, 1999.

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)

<PAGE>

                                    SIGNATURE

                  Pursuant to the  requirements  of Section 12 of the Securities
Exchange Act of 1934,  the registrant has duly caused this Amendment No. 1 to be
signed on its behalf by the undersigned, thereto duly authorized.

Dated: April 5, 1999                       MICROAGE, INC.


                                             /s/ Jeffrey D. McKeever
                                             ---------------------------------
                                             Jeffrey D. McKeever
                                             Chairman of the Board and Chief
                                             Executive Officer


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