<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM 8-A/A
AMENDMENT NO. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PLATINUM technology INTERNATIONAL, inc.
---------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 36-3509662
-------- ----------
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1815 S. Meyers Road, Oakbrook Terrace, IL 60181
----------------------------------------- -----
(Address of principal executive offices) (Zip Code)
<TABLE>
<S> <C>
If this Form relates to the If this Form relates to the registration of
registration of a class of securities a class of securities pursuant to Section
pursuant to Section 12(b) of The 12(g) of The Exchange Act and is
Exchange Act and is effective effective pursuant to General Instruction
pursuant to General Instruction A.(d), please check the following box. [X]
A.(c), please check the following
box. [_]
</TABLE>
Securities Act registration statement file number to which this form relates:
N/A
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
-------------------------------------------------------
Item 1 is amended to add the following:
As publicly announced on March 29, 1999, PLATINUM technology International,
inc. (the "Company") has entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Computer Associates International, Inc., a Delaware
corporation ("Purchaser"), and HardMetal, Inc., a Delaware corporation and a
wholly-owned subsidiary of Purchaser ("Acquisition Sub"). The Merger Agreement
provides, subject to certain conditions, for the commencement by Acquisition Sub
of an all-cash tender offer for all outstanding shares of the common stock,
$.001 par value per share, of the Company (the "Offer") and for the subsequent
merger of Acquisition Sub with and into the Company (the "Merger"). In
connection with the Merger Agreement, the Company executed Amendment No. 1
("Amendment No. 1") to the Rights Agreement dated as of December 21, 1995 (the
"Rights Agreement") between the Company and Harris Trust and Savings Bank.
Amendment No. 1 amends Sections 1(a), 3(a), 11 and 13 of the Rights
Agreement to provide that neither (a) the announcement, commencement or
consummation of the Offer nor (b) the execution, delivery or performance of the
Merger Agreement or the consummation of the transactions contemplated thereby
(including, without limitation, the Offer and the Merger), will (i) cause
Purchaser or any affiliate of Purchaser to become an Acquiring Person (as
defined in the Rights Agreement), (ii) give rise to a Distribution Date (as
defined in the Rights Agreement) or (iii) trigger certain other events specified
in the Rights Agreement.
In addition, Amendment No. 1 amends Section 7(a) to provide that the Rights
(as defined in the Rights Agreement) are exercisable at or prior to the earliest
of (i) the close of business on January 5, 2006, (ii) immediately prior to the
effective time of the Merger, (iii) the time at which the Rights are redeemed as
provided in Section 23 of the Rights Agreement or (iv) the time at which the
Rights are exchanged as provided in Section 24 of the Rights Agreement.
The Rights Agreement was filed as Exhibit 1 to the Company's Registration
Statement on Form 8-A dated December 22, 1995. Amendment No. 1 is attached as
Exhibit 2 to this Form 8-A/A. The foregoing summary description of the Rights
does not purport to be complete and is qualified in its entirety by the
reference to such exhibits which are hereby incorporated herein by reference in
their entirety.
2
<PAGE>
Item 2. Exhibits.
--------
Exhibit
Number Description of Document
- ------- -----------------------
1 Rights Agreement dated as of December 21, 1995 between PLATINUM
technology International, inc. and Harris Trust and Savings Bank,
which includes as Exhibit A the Form of Certificate of Designations,
as Exhibit B the Form of Rights Certificate and as Exhibit C the
Summary of Rights to Purchase Preferred Shares. Pursuant to the
Rights Agreement, Rights Certificates will not be mailed until after
the Distribution Date (as that term is defined in the Rights
Agreement). (Incorporated by reference to the Company's Registration
Statement on Form 8-A dated December 22, 1995).
2 Amendment No. 1 to Rights Agreement dated as of March 29, 1999.
3
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
PLATINUM technology International, inc.
(Registrant)
/s/ Michael P. Cullinane
Dated: March 31, 1999 By: _________________________________________
Michael P. Cullinane
Executive Vice President, Chief Financial
Officer and Treasurer
<PAGE>
Index to Exhibits
-----------------
<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ----------- -------
<C> <S>
1 Rights Agreement dated as of December 21, 1995
between PLATINUM technology International, inc. and
Harris Trust and Savings Bank, which includes as
Exhibit A the Form of Certificate of Designations, as
Exhibit B the Form of Rights Certificate and as Exhibit
C the Summary of Rights to Purchase Preferred Shares.
Pursuant to the Rights Agreement, Rights Certificates
will not be mailed until after the Distribution Date (as
that term is defined in the Rights Agreement).
(Incorporated by reference to the Company's
Registration Statement on Form 8-A dated
December 21, 1995).
2 Amendment No. 1 to Rights Agreement dated as of
March 29, 1999 between PLATINUM technology
International, inc. and Harris Trust and Savings Bank.
</TABLE>
<PAGE>
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
-----------------------------------
AMENDMENT NO. 1 TO RIGHTS AGREEMENT ("Amendment No. 1"), dated as of March
29, 1999, between PLATINUM technology International, inc., a Delaware
corporation (the "Company"), and HARRIS TRUST AND SAVINGS BANK (the "Rights
Agent"), amending the Rights Agreement, dated as of December 21, 1995, between
the Company and the Rights Agent (the "Rights Agreement").
W I T N E S S E T H
WHEREAS, the Board of Directors of the Company has approved an Agreement
and Plan of Merger (the "Merger Agreement") by and among Computer Associates
International, Inc., a Delaware corporation ("Parent"), HardMetal, Inc., a
Delaware corporation and a wholly-owned subsidiary of Parent ("Acquisition
Sub"), and the Company, providing for Acquisition Sub to commence an all-cash
tender offer for all outstanding shares of the common stock, $.001 par value per
share, of the Company (the "Offer") and for the subsequent merger of Acquisition
Sub with and into the Company (the "Merger");
WHEREAS, the Board of Directors of the Company has determined that the
Merger Agreement and the transactions contemplated thereby, including, without
limitation, the Offer and the Merger, are fair to and in the best interests of
the Company and its stockholders;
WHEREAS, the willingness of Parent and Acquisition Sub to enter into the
Merger Agreement is conditioned on, among other things, the amendment of the
Rights Agreement on the terms set forth herein;
WHEREAS, Section 27 of the Rights Agreement provides that the Company may
from time to time supplement or amend the Rights Agreement without the approval
of any holders of Rights Certificates to, among other things, make any
provisions with respect to the Rights which the Company may deem necessary or
desirable, any such supplement or amendment to be evidenced by a writing signed
by the Company and the Rights Agent; provided, however, that from and after such
time as any Person becomes an Acquiring Person, the Rights Agreement may not be
amended in any manner which would adversely affect the interest of the holders
of Rights; and
WHEREAS, in compliance with Section 27 of the Rights Agreement, the Company
desires to amend the Rights Agreement as hereinafter set forth and has executed
and delivered this Amendment No. 1 immediately prior to the execution and
delivery of the Merger Agreement.
<PAGE>
NOW, THEREFORE, the Company hereby amends the Rights Agreement as follows:
1. Section 1 of the Rights Agreement is hereby amended by adding the
following definitions thereto:
"Acquisition Sub" shall mean HardMetal, Inc., a Delaware corporation
and a wholly-owned subsidiary of Parent.
"Merger" shall mean the merger of Acquisition Sub with and into the
Company as contemplated by the Merger Agreement.
"Merger Agreement" shall mean the Agreement and Plan of Merger, dated
as of March 29, 1999, by and among Parent, Acquisition Sub and the Company,
as the same may be amended in accordance with the terms thereof.
"Offer" shall have the meaning set forth in the Merger Agreement.
"Parent" shall mean Computer Associates International, Inc., a
Delaware corporation.
2. Section 1(a) of the Rights Agreement is hereby amended by adding to
the end thereof the following:
"Notwithstanding anything to the contrary contained herein, neither
Parent nor any Affiliate of Parent shall be or become an Acquiring Person
(and no Shares Acquisition Date shall occur) as a result of (i) the
announcement, commencement or consummation of the Offer, or (ii) the
execution, delivery or performance of the Merger Agreement (or any
amendment thereto in accordance with the terms thereof) or the consummation
of the transactions contemplated thereby (including, without limitation,
the Offer and the Merger)."
3. Section 3(a) of the Rights Agreement is hereby amended by adding to
the end thereof the following:
"Notwithstanding anything to the contrary contained herein, no
Distribution Date shall occur as a result of (i) the announcement,
commencement or consummation of the Offer, or (ii) the execution, delivery
or performance of the Merger Agreement (or any amendment thereto in
accordance with the terms thereof) or the consummation of the transactions
contemplated thereby (including, without limitation, the Offer and the
Merger)."
4. Section 7(a) of the Rights Agreement is hereby amended by replacing
"(the "Final Expiration Date"), (ii) the time at which the Rights are redeemed
as provided in Section 23 hereof
2
<PAGE>
(the "Redemption Date"), or (iii) the time at which such rights are exchanged as
provided in Section 24 hereof" with the following:
", (ii) immediately prior to the effective time of the Merger (the
earlier of (i) and (ii) being herein referred to as the "Final Expiration
Date"), (iii) the time at which the Rights are redeemed as provided in
Section 23 hereof (the "Redemption Date"), or (iv) the time at which such
Rights are exchanged as provided in Section 24 hereof."
5. Section 11 of the Rights Agreement is hereby amended by adding to the
end thereof the following:
"(o) Notwithstanding anything to the contrary contained herein, the
provisions of this Section 11 will not apply to or be triggered by (i) the
announcement, commencement or consummation of the Offer, or (ii) the
execution, delivery or performance of the Merger Agreement (or any
amendment thereto in accordance with the terms thereof) or the consummation
of the transactions contemplated thereby (including, without limitation,
the Offer and the Merger)."
6. Section 13 of the Rights Agreement is hereby amended by adding to the
end thereof the following:
"(d) Notwithstanding anything to the contrary contained herein, the
provisions of this Section 13 will not apply to or be triggered by the
execution, delivery or performance of the Merger Agreement or any amendment
thereto or the consummation of the transactions contemplated thereby
(including, without limitation, the Merger)."
7. The term "Agreement" as used in the Rights Agreement shall be deemed
to refer to the Rights Agreement as amended by this Amendment No. 1.
8. Capitalized terms used herein but not defined herein shall have the
respective meanings ascribed to them in the Rights Agreement.
9. Except as set forth herein, the Rights Agreement shall remain in full
force and effect and shall be otherwise unaffected hereby.
10. This Amendment No. 1 may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
3
<PAGE>
IN WITNESS WHEREOF, Company has caused this Amendment No. 1 to be duly
executed, all as of the day and year first above written.
PLATINUM technology International, inc.
Attest:
/s/ Larry S. Freedman /s/ Michael P. Cullinane
By: _______________________________ By: _________________________________
Name: Larry S. Freedman Name: Michael P. Cullinane
Title: Senior Vice President, Title: Executive Vice President,
General Counsel and Chief Financial Officer
Secretary of the Board and Treasurer
IN WITNESS WHEREOF, the undersigned, Harris Trust and Savings Bank, as
Rights Agent under the Rights Agreement, hereby acknowledges and agrees to this
Amendment No. 1.
HARRIS TRUST AND SAVINGS BANK
Attest:
/s/ Edward A. Gurgul /s/ Keith A. Bradley
By: _______________________________ By: _________________________________
Name: Edward A. Gurgul Name: Keith A. Bradley
Title: Trust Officer Title: Vice President
