SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
STRUCTURAL DYNAMICS RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 31-0733928
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
200 Eastman Drive, Milford, Ohio 45150
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), check the following box.
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), check the following box.
X
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
Securities Act registration statement file number to which this form
relates: __________________
Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase Common Shares
<PAGE>
Information Required in Registration Statement
Item 1. Description of Registrant's Securities to be Registered.
On August 6, 1998, the Directors of Structural Dynamics
Research Corporation (the "Company") declared a dividend
distribution of one Right (a "Right") for each outstanding share of
the Company's Class A Common Stock, no par value per share,
(collectively, the "Common Shares"). The Rights will issue at the
close of business on August 10, 1998 (the "Record Date") to the
shareholders of record on that date. The terms of the Rights are
set forth in a Rights Agreement, dated August 10, 1998, (the "Rights
Agreement") between the Company and Harris Trust and Savings Bank,
an Illinois banking association (the "Rights Agent").
Each Right entitles the registered holder to purchase from the
Company one Common Share at a price of $110.00 per share (the
"Purchase Price"), subject to adjustment as described in the Rights
Agreement. The Rights will expire on August 10, 2008, unless
earlier redeemed by the Company as described below.
Until the Distribution Date (as described below), the Rights
will be evidenced by the Common Share certificates. The Rights
Agreement provides that, until the Distribution Date, the Rights
will be transferred with and only with the Common Shares. Until the
Distribution Date (or early redemption or expiration of the Rights),
(i) newly-issued certificates for the Common Shares issued upon
transfer or new issuance of Common Shares will contain the notation
incorporating the Rights Agreement by reference, and (ii) the
surrender for transfer of any certificates for Common Shares will
also constitute the transfer of the Rights associated with the
Common Shares represented by such certificate.
The Rights are not exercisable until the earlier to occur of:
(i) ten days following a public announcement by the Company that a
person or group of affiliated or associated persons (an "Acquiring
Person") has acquired, or obtained the right to acquire, beneficial
ownership of 20% or more of the outstanding Common Shares, or (ii)
ten business days following the commencement of a tender offer or
exchange offer for 20% or more of such outstanding Common Shares.
(The earlier of such dates, unless extended by the Directors, shall
hereinafter be referred to as the "Distribution Date.")
As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights (the "Rights
Certificates") will be mailed to holders of record of the Common
Shares as of the close of business on the Distribution Date and such
separate Rights Certificates will thereafter evidence the Rights,
which may then be traded apart from the Common Shares.
The Purchase Price payable upon exercise of the Rights, and the
number of Common Shares or other securities or property issuable
upon exercise, are subject to adjustment from time to time to
prevent dilution upon (i) a stock dividend on, or a subdivision,
combination or reclassification of, the Common Shares, (ii) the
grant to holders of the Common Shares of certain rights, options, or
warrants to subscribe for Common Shares or convertible securities at
less than the current market price of the Common Shares, or (iii)
upon the distribution to holders of the Common Shares of evidences
of indebtedness or assets (excluding regular dividends) 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.
In the event that (i) the Company is the surviving corporation
in a merger with an Acquiring Person and the Company's Common Shares
are not changed or exchanged, (ii) a Person becomes the beneficial
owner of more than 20% of the outstanding Common Shares, (iii) an
acquiring person engages in one or more self-dealing transactions
specified in the Rights Agreement, or (iv) during such time as there
is an Acquiring Person, an event occurs that results in such
Acquiring Person's ownership interest being increased by more than
one percent, a "Flip-In Event" will have occurred, and each holder
of a Right, upon exercise thereof at the Exercise Price, that number
of Common Shares having a market value of two times the Exercise
Price of the Right.
In the event that: (i) the Company is acquired in a merger or
other business transaction in which the Company is not the surviving
corporation, or (ii) 50% or more of the Company's assets or earning
power is sold or transferred, a "Flip-Over Event" shall have
occurred and each holder of a Right shall, upon the exercise thereof
at the Exercise Price, have the right to receive that number of
shares of Common Stock of the acquiring company having a value equal
to two times the Exercise Price. (Flip-In Events and Flip-Over
Events are referred to collectively as "Triggering Events.")
Rights that are or (under certain circumstances specified in
the Rights Agreement) were beneficially owned by an Acquiring Person
shall not be exercisable following the occurrence of a Triggering
Event.
No fractional shares will be issued and in lieu thereof,
adjustment in cash will be made based upon the market price of the
Common Shares on the last trading day prior to the date of exercise.
Prior to August 10, 2008, at any time prior to the later of (i)
the Distribution Date or (ii) the date of the first Triggering
Event, the Directors may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (the "Redemption Price").
Immediately upon the action of the Board of Directors ordering
redemption of the Rights, the Rights will terminate and the only
right of the holders of the Rights will be to receive the Redemption
Price.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without
limitation, the right to vote or to receive dividends.
The Rights Agreement may be amended by the Company and the
Rights Agent without the approval of any holders of the Rights at
any time and from time to time.
This Summary Description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights
Agreement, which is hereby incorporated herein by this reference.
Item 2. Exhibits.
1. Rights Agreement, dated August 10, 1998, (the "Rights
Agreement") between the Company and Harris Trust and Savings Bank,
an Illinois banking association, as Rights Agent, incorporated by
reference to Exhibit 4.1 of the Company's Current Report on Form 8-K
dated August 6, 1998.
Signature
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, thereto duly authorized.
STRUCTURAL DYNAMICS
RESEARCH CORPORATION
Date: August 6, 1998 By:/s/John A. Mongelluzzo
John A. Mongelluzzo, Vice President,
Secretary and General Counsel
