SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A/A
AMENDMENT NO. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
INPRISE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 94-2895440
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
100 Enterprise Way
Scotts Valley, California 95066-3249
(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), please 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), please check the following box. [x]
Securities Act registration statement file number to which this form
relates:______________________
(If applicable)
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
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On May 15, 2000, Inprise Corporation, a Delaware corporation
("Inprise"), Corel Corporation, a corporation organized under the laws of
Canada ("Corel"), and Carleton Acquisition Co., a Delaware corporation and
a wholly owned subsidiary of Corel ("Sub"), entered into a Termination
Agreement and Release (the "Termination Agreement"), pursuant to which the
Merger Agreement (the "Merger Agreement"), dated as of February 6, 2000, by
and among Inprise, Corel and Sub, the Stock Option Agreement, dated as of
February 6, 2000, between Inprise and Corel, pursuant to which Corel
granted to Inprise an option to acquire up to 13,000,000 of the shares of
common stock of Corel, and the Stock Option Agreement, dated as of February
6, 2000, between Inprise and Corel, pursuant to which Inprise granted to
Corel an option to acquire up to 12,000,000 of the shares of common stock
of Inprise (both such Stock Option Agreements, the "Stock Option
Agreements"), were terminated and canceled. As a result of the Termination
Agreement, the proposed merger between Inprise and Corel was terminated and
Inprise and Corel agreed to release each other from all liabilities arising
from, relating to or in connection with the Merger Agreement and the Stock
Option Agreements.
As previously reported, effective as of February 6, 2000, the
Rights Agreement, dated as of December 20, 1991 (the "Rights Agreement"),
between Inprise, and ChaseMellon Shareholder Services, L.L.C., a New Jersey
limited liability company and the successor in interest to Manufacturers
Hanover Trust Company of California, was amended ("Amendment No. 1") to,
among other things, prevent the execution of the Merger Agreement and the
Stock Option Agreements from causing a separation of the rights under the
Rights Agreement. As the Merger Agreement and the Stock Option Agreements
have now been terminated, effective as of June 28, 2000, the Rights
Agreement was amended ("Amendment No. 2") to rescind the changes made to
the Rights Agreement by Amendment No.1. Amendment No.2 also amended the
Rights Agreement to eliminate the provisions which required the concurrence
of the Continuing Directors in certain circumstances and the provisions
otherwise referring to Continuing Directors. In addition, Amendment No.2
amended the Rights Agreement to change certain provisions relating to the
obligations of the Rights Agent
A copy of Amendment No. 2 is attached hereto as Exhibit 8 and is
incorporated herein by reference. The foregoing description of Amendment
No. 2 does not purport to be complete and is qualified in its entirety by
reference to the complete text of Amendment No. 2. Capitalized terms used
herein and not otherwise defined have the meanings ascribed to them in the
Registration Statement on Form 8-A to which this Form 8-A/A relates.
ITEM 2. EXHIBITS.
1. Rights Agreement, dated as of December 20, 1991, between
Inprise and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent and as the successor in interest to
Manufacturers Hanover Trust Company of California, and
exhibits thereto, including, Exhibit A, the Certificate
of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock, and Exhibit B, the Form of
Rights Certificate, incorporated by reference to Exhibit
1 to Inprise's Registration Statement on Form 8-A, as
filed with the Commission on December 23, 1991.
2. Amendment No. 1, dated as of February 6, 2000, to the
Rights Agreement, dated as of December 20, 1991, between
Inprise and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent, incorporated by reference to Exhibit 2 to
Amendment No. 1 to Inprise's Registration Statement on
Form 8-A, as filed with the Commission on February 11,
2000.
3. Restated Certificate of Incorporation of Inprise,
incorporated by reference to Exhibit 4.1 to Inprise's
Registration Statement on Form S-8, as filed with the
Commission on August 13, 1998.
4. Amended By-laws of Inprise, incorporated by reference to
Exhibit 4.2 to Inprise's Registration Statement on Form
S-8, as filed with the Commission on August 13, 1998.
5. Certificate of Designation for Series B Preferred Stock
of Inprise, incorporated by reference to Exhibit 3.1 to
Inprise's Current Report on Form 8-K, as filed with the
Commission on July 14, 1997.
6. Certificate of Designation for Series C Convertible
Preferred Stock of Inprise, incorporated by reference to
Exhibit 3.1 to Inprise's Current Report on Form 8-K, as
filed with the Commission on July 6, 1999.
7. Certificate of Correction Filed to Correct a Certain
Error in the Certificate of Designation of Series C
Convertible Preferred Stock of Inprise filed in the
Office of the Secretary of State of Delaware on June 8,
1999, incorporated by reference to Exhibit 3.2 to
Inprise's Current Report on Form 8-K, as filed with the
Commission on July 6, 1999.
8. Amendment No. 2, dated as of June 28, 2000, to the Rights
Agreement, dated as of December 20, 1991, between Inprise
and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent.*
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* Filed herewith.
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.
INPRISE CORPORATION
Date: June 29, 2000 By: /s/ Keith E. Gottfried
________________________________
Name: Keith E. Gottfried
Title: Senior Vice President,
General Counsel and
Corporate Secretary
