SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 30, 1999
MICROAGE, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE File No. 0-15995 86-0321346
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
2400 South MicroAge Way, Tempe, Arizona 85282-1896
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (480) 366-2000
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
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 7. 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
<PAGE>
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.
MICROAGE, INC.
Date: October 22, 1999 By: /s/ James H. Domaz
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James H. Domaz
Vice President, Corporate Counsel,
and Assistant Secretary
THIRD AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT
THIS AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT (the "AMENDMENT"),
dated as of this 30th day of September, 1999, is between MicroAge, Inc., a
Delaware corporation (the "COMPANY"), and American Stock Transfer and Trust
Company (the "RIGHTS AGENT"), and amends that certain Rights Agreement (as
defined herein).
RECITALS
WHEREAS, the Board of Directors approved a Rights Amendment, dated February
23, 1989, as amended and restated as of September 28, 1994, and as amended as of
November 5, 1996 and as of January 28, 1999 (the "RIGHTS AGREEMENT"), and
declared a dividend of one right (the "RIGHT" or "RIGHTS") for each share of
common stock to stockholders of record of the common shares issued and
outstanding on the 1989 Record Date (as such term is defined in the Rights
Agreement), each Right representing the right to purchase one one-hundredth
(.01) of a share of Series C Junior Participating Preferred Stock upon the terms
and subject to the conditions set forth in the Rights Agreement; and
WHEREAS, the Board of Directors has authorized the amendment of the Rights
Agreement, such that the term of such agreement is extended through the end of
fiscal year 2000, or October 29, 2000.
NOW THEREFORE, in consideration of the premises and the mutual agreements
herein set forth herein and in the Rights Agreement, the parties hereby agree as
follows:
AGREEMENT
1. AMENDMENT. Section 7(a) of the Rights Agreement is hereby amended in its
entirety as follows:
SECTION 7. EXERCISE OF RIGHTS: PURCHASE PRICE; EXPIRATION DATE OF RIGHTS.
(a) The registered holder of any Right Certificate may exercise the Rights
evidenced thereby (except as otherwise provided herein) in whole or in part at
any time after the Distribution Date upon surrender of the Right Certificate,
with the form of election to purchase on the reverse side thereof duly executed,
to the Rights Agent at the principal office of the Rights Agent, together with
payment of the Purchase Price for each one one-hundredth of a Preferred Share as
to which the Rights are exercised, at or prior to the earliest of (i) the close
of business on October 29, 2000 (the "FINAL EXPIRATION DATE"), (ii) the time at
which the Rights are redeemed as provided in Section 23 hereof (the "REDEMPTION
DATE"), or (iii) the time at which such Rights are exchanged as provided in
Section 24 hereof.
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2. FULL FORCE AND EFFECT. Except as expressly provided in this Amendment,
the Rights Agreement will remain unchanged and in full force and effect.
3. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, all of which taken together will constitute one and the same
instrument, and any of the parties hereto may execute this Amendment by signing
any such counterpart.
4. GOVERNING LAW. It is the intention of the parties that the laws of
Delaware will govern the validity of this Amendment, the construction of its
terms, and the interpretation of the rights and duties of the parties.
IN WITNESS WHEREOF the parties hereto have executed this Amendment as of
the date first above written.
MICROAGE, INC.
By: /s/ Jeffrey D. McKeever
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Name: Jeffrey D. McKeever
Its: Chairman of the Board and Chief
Executive Officer
AMERICAN STOCK TRANSFER AND TRUST COMPANY
By: /s/ Herbert J. Lemmer
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Name: Herbert J. Lemmer
Its: Vice President
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